Ben 10: Journey Back Home
by UltimateBengeta
Summary: DB, DBZ/DBZ Kai, DBZ Super, DB GT, Ben 10, Ben 10 AF, Ben 10 UA, Ben 10 OV, Ben 10 Reboot, And The following What ifs that are in this story belong to their rightful Owners and Creators, please support the official release... and don't complain if its not the same.
1. Information to know before Reading

Now, Before we get into this, I feel obliged to explain what and where I've been off doing or some stuff like that, as I've been more silent than Silent Hill itself as of late. Life came up, I had writer's block, i felt one of my stories wasn't going anywhere, and i decided to reboot it and let someone else take over that story (That story being Omnitrix Z). But you don't have to worry, I'm not stopping, and I am rebooting Omnitrix Z into something more applicable, with a more interesting take on Ben Tennyson's Heroic Legacy, albeit with some obvious changes in certain developments. I will also be using my own alternative versions of a couple What-If Scenarios that MasakoX and other people had developed and re-iterate them into versions of those characters that would retain their original stuff and origins, but their change would also be slightly altered with the inclusion of Ben being apart of the story. The following What-Ifs are the ones that will be used and Altered into what I see fit as applicable. Its only 3 of them (for now anyways) because I like to experiment as progression make itself known.

_**-What if Raditz turned good?**_  
_**-What if Hercule Trained like Goku?**_  
_**-What if Android 16 Survived the Cell Games?**_

Okay, we clear on this now? comment down your questions if you have any, especially if it has any correlation or interest in this reboot. I will begin work on Ch. 1 as soon as this is posted. I wish you all a good night and a happy new year!


	2. Prologue! Find a New Home! Pt 1

_**Somewhere outside of the realms and Boundaries of Time, Space and Reality...**_

"Please, Super Shenron! Show me a Timeline that is on its Edge of collapsing, and send me there with a small portion of your Power!" A British Voice called out to The Unexplainably Huge Golden Dragon. The Dragon Glowed for a moment and Enveloped a Golden Light upon a Man. An Earthling man with a Lab Coat, a Pocketwatch, Goggles and a Golden Glove. The Man disappeared and The Super Dragonballs returned to their respective locations.

Ben's Universe (The Day Ben first got the Omnitrix)  
_**10:34 P.M **_On Earth...  
_'So this was how it ends hmm? Chased down by Armored Strangers that can shoot energy from their hands and have Monkey Tails... No family, no friends, and its all because of this stupid watch that I don't even know how to Work! This is the end... I saw my cousin turn to white dust and wither away in the wind... and I'm all alone...'_

Benjamin Tennyson is thinking to himself about how his life is about to end by these odd invaders, until he realizes that he hasn't died yet, mainly because everything has been stopped. "Phew, good thing I got here in time, otherwise things would have gone quite pear-shaped." A British voice stated calmly. Ben turned around and saw a Man in a Lab Coat with a Golden Glove and Even brighter Golden Light standing next to a tree. "Who... who the... Who are you?! What do you want?! Are you with them?!" Ben asked frantically. the Man in the lab coat looked around and observed the situation Benjamin was in, and could quite definitely see what kind of chaos has been... happening in such a short amount of time. "Oh sweet Biscuits and Gravy, this timeline is utterly demolished! And I can't stand by and let another Ben Tennyson Fail, all because of a major change in the timeline... I know what I must do, and though I don't want to do it, It would seem I might not have a choice." The man approaches the Scared and confused Tennyson Boy and holds a hand out to help him up.

"Explain to me, where is your Grandfather?" The man asked in an urgent manner. Ben couldn't bring himself to say what had happened before the man showed up, but the man could tell it wasn't good, but he now at least had a reason to do what he was about to do. "Listen to me Young Benjamin, Your world is in disarray and has been thrown off of its intended historical path. I now have reason to believe your world is going to be destroyed, but I wish to help you by giving you a new start. That device is not allowed to fall into the wrong hands, do you understand me?" The man asked. Ben nodded, feeling frantic and scared. "Alright, I'm going to send you to a random Universe, where you can start your life over from scratch, and make it what you wish for it to be. I also require that you hold onto this." The man handed Ben a small silver Sumo Slammers Ishiyama Figurine and Ben placed it in his pocket. "Keep it on you at all times, and don't lose it or destroy it, you'll need it. I know, I haven't introduced myself properly, but there is one name you can call me by. _Paradox._" Paradox stated as he waved his golden glove at an empty space, using the power he gained from Super Shenron and his Time Travelling powers to open up a Portal to another Separate Universe. "Keep in mind, Benjamin. This world has evils that require immediate extinguishing. You, and many people you'll meet in this world will be the ones to extinguish the flames of evil and bring peace. I'm counting on you. And don't worry, I'll be right behind you." Paradox explained slowly unfreezing time. Ben was unsure of what to exactly do, but considering everything this guy has said and is able to do, who is he to judge, since he saved his life. Ben, not having many options, closed his eyes, took a deep breath and jumped into the portal, fearing but also being curious of what awaits him in this new world he'll call home.

The portal closes, and Paradox brings time back to a normal pace back in Ben's former world, and glances over at the obviously confused Warriors. "So... You are the Saiyans sent by Vilgax, I presume? Well, the least I can do is send 4 of you to hell, and one to the same universe I sent Benjamin to, since he will want to seek out answers and vengeance once he's mastered the Device and the skills he'll learn in that universe. So... Eeny, Meeny, meiny, **You.**" Paradox stated, glaring at 4 of the warriors and simply froze the 4 in time, with one of them freaking out and trying to run, but instantly gets swallowed up by another one of paradox's Portals, transporting the saiyan runner to the DB Universe, proceeding to be a bit more cheeky and transport the saiyan on one of That universe's Most Coldest Emperor's owned and conquered Planets. "Good Luck Benjamin Tennyson... _**and good riddance to this universe, as this universe is now beyond saving. **__I will make it to where these 4 Saiyans I froze in time will die on the planet they dared to invade._" Paradox said vanishing, unfreezing the saiyans he recently froze in time. Somewhere above the Earth, Vilgax, Has unleashed multiple Thermal-Detonation Drill Missiles down to earth that will explode if they get remotely close to the Earth's Molten Core, destroying the planet from within.


	3. Prologue! Find a New Home! Pt 2

_Meanwhile..._  
The Dragon Ball Universe; Universe 7, Age 737, Pre-Dragonball Era.  
_**10:54 PM**_ on Earth

Ben slowly opens his eyes, and looks up at the starry Sky, as a small light slowly but noticeably disappears amongst the stars. Ben slowly gets up from the ground and looks at his surroundings. A Makeshift Road made of Rocks, Dirt, Gravel and Clay, with Bamboo Trees on both opposite sides of the road. The Young Tennyson boy was confused and slightly unnerved by how this entire forest of Bamboo was so silent... and empty. _'Man, what happe-... nevermind, I know what happened... and though I went along with this... this is terrible. Grandpa... Gwen... I swear it. I'll figure out what this watch is on my own, and depending on what it does, I'll use it to help people, make this world a better place... A safer place that would make you guys proud."_ Ben thought to himself, dusting off the dry clay, dirt and gravel from his shirt and pants. "Time to gather my bearings and find out where it is I am. Can't stay here too long." Ben said to himself.

Ben began walking forwards on the path and was fiddling around with the Device's Dial. "Alright you failed Pacemaker, how do I make you tick?" Ben asked the watch curiously, hoping for an answer. The watch did nothing. "Typical. I wonder what this button does." Ben says pressing the button on the front side of the watch, popping the core of the watch up, apparently turning it on. "Alright! Now we're getting somewhere!" Ben said victoriously. The Hourglass on the watch began to enclose on itself till it made a Diamond Shape, showing the Blacked out Icon of a Flaming Entity. "Woah, that's kinda cool, wonder how I turn this thing off though?" Ben thought aloud, twisting the dial carefully, cycling through different Alien forms he could potentially transform himself into in the future. "Man, this watch really is weird. Maybe if I press the core back into place it'll turn off." Ben said, stopping the dial on the same Flaming Entity and pressed down carefully on the Watch's Core.

As Ben pushed it back into place, A Flash of Green Energy enveloped the child, making him panic and flinch a bit. "Woah! W-What's going on?! Aaagh!" Ben yelled in pain as he saw his arm Pulsating and smoking. "Whaaat-What's Happening to me!? AAAAIIIIIEEERRRGGGHHHH!" Ben exclaimed, feeling the watch embed itself into his body, as everything on his body suddenly got heavier... and hotter. Ben's Hair was becoming Redder and Redder by the second until his hair and body suddenly began to combust into Flames. Whilst his Clothes ignited and burned to ashes, Blistering Red Rocks began to form on his Flaming body, and his face was replaced by a Rock mask that resembled a new face. The Device relocated itself on the chest of this new entity. Out into the silence of the night, a name was shouted to the heavens, and that name... was, _**"HEATBLAST!"**_ The Flaming entity exclaimed. Ben looked upon himself and saw himself on fire, or as the entity made of fire. Heatblast began t scream in fear and terror and ran about on the road, thinking he's hurting himself by becoming this flaming monster. Its only until a few seconds pass that Ben suddenly realizes that the fire that engulfed him, is not burning him or causing any bodily harm to him. Ben feels around himself and notices that A small trace of Fire on his head is being held in a Small Rocky Hairband, letting the trapped flames still be ignited, but Ben figured out that some Flames on his new body were to resemble Hair, whilst other Flames were actually making up his New Form's Anatomy.  
**  
"Okay... So I'm not hurting myself like this, I guess that's good? But... what exactly can I do like this? Who would help me like this, anyway?" **Heatblast stated. It didn't take long for Ben to try testing out his powers. He focused his Fire into one finger and slung it towards one of the bamboo trees, knocking it down to the ground. **"Ha! Check it out, I'm 'Hot'!"** Heatblast snickered and chuckled at that dull joke and quickly stopped when he smelt something burning. Turns out burning pieces of Bamboo landed on other Bamboo Trees and they suddenly got ignited. Heatblast ran into the Burning forest and tried to put it out. **"Oh man... I'm gonna get so busted for this.****"** Heatblast stated worriedly. Heatblast ran through the non-burning portions of the forest and decided to try remembering what His grandfather taught him about forest fires, but only got so far as he also remembered Gwen yelling and getting smug with Ben, possibly for something stupid... Ben almost shed a Molten Lava Tear at the thought of not being able to see them again, and though he couldn't stop it from touching the grassy ground, the 2 fires came towards each other, and began to slowly but surely snuff each other out. With that problem slightly solved, Heatblast decided to try using his fire as a means of propulsion to get some air and see how bad the damage is. it wasn't bad, but it definitely said **_'Deforesting Pyromaniac wuz here'_**. Ben decided to just flee the scene and hope no one saw him.

Ben kept on flying and flying until the Omnitrix started to flash Red and White. Ben, still wanting to take a few precautions when it came to this device, sees a lake nearby and dives headfirst into it, with a flash of Red light showing in the Darkness of the lake. Ben, now in his human form, resurfaces and makes his way back to the solid ground, where he sits, drenched in Lake Water, Dried Ground stuff, And a small bit of soot. Ben looked at himself for a moment, and saw himself as his actual self again, instead of a Flaming monster. _'What the heck just happened anyway? W-what the heck was that thing?! I'm getting more Questions than answers, and I would like some answers.'_ Ben thought to himself. Ben looked at his clothes and saw how filthy they became, and was beginning to feel how uncomfortable they were starting to become. "I gotta find somewhere with a change of clothes... that or I'll have to rob someone of their clothes... Good god what am I thinking?! Stealing from people? Burning down forests?! What am I doing?! Nothing good, that's for sure. I gotta find help, otherwise... the moment someone finally finds me, I'll be dead." Ben stated irritatedly to himself. Ben got up and walked in the direction he was previously walking in from the path and could feel himself getting hungry.

* * *

**2 Days later...**  
_**11:42 AM**_

Ben finds himself an actual Road, but not a sign in sight. Ben felt so hungry that he might just try nibbling on himself to tie him over a little longer, but he knew he didn't have the strength for even that. Ben fell over, panting and looking sleepy, until the sound of a car or somesort of vehicle was heard off in the distance, coming his direction. As the vehicle came to an alarming stop, Ben passed out due to a lack of Nutrients, Sleep and Water.

* * *

_**South City Hospital  
3:51 PM**_

Ben wakes up weakly. He finds himself in a Room, with white walls, a tile floor, and he was resting on some sort of Bed. Ben gets up, and feels like he hasn't eaten anything. Ben looks to his left to a Table and sees a Bowl of Noodles with a note. Ben picks up the note and takes a big bite out of the noodles.

_You must've been hungry to have made it to a road 2 days away from the Bamboo forests. If you wake up and I'm not here, enjoy the Ramen I left you and make your way to the lobby. We need to get some medical records set up for you, preferably when you are in a more Hospitable mood.  
-Dr. Bozo.  
_  
**"****As our young Hero begins to scratch at the surface of his potential, and gaining help and food from an unknown savior, will Ben ever find his way back home? Will he ever figure out how to properly use the Omnitrix? Will he finally fight someone worthy enough to test out his powers to ****further**** his progress? Find out Next time...**

**_On Ben 10: Journey Back Home!"_**

Power Level Scaling:  
Benjamin tennyson (kid) (No actual training) : Around 50 - 246.

Heatblast (Pyronite) : Around 75 - 271.

(And that was the Prologue of Journey Back Home. I hope you guys enjoyed this, mainly because I extended the length of this one, and I will also be doing occasional Power Level scaling stuff after certain chapters have taken place and depending on what has or has not occurred or has been changed. Also, if some of you could or couldn't tell who Bozo is, if you know Ben 10 well, you'll know daaaaamn well who it is.)


	4. Prologue! Find a New Home! Pt 3

_**So, I know some of you guys are telling me things to fix my story and make it better, but come on, don't tell me the obvious changes and expect me to fix them, because you don't like them or see them as 'accurate'.**_  
_**With that being said, I did change up Zombozo's character, and gave him a more purposeful and semi-canonical Backstory, as not much is known about Zombozo, other than that he feeds on the joy of children and adults alike. Might as well have a Backstory for him that fits that background and motive. Plus, I also decided to make him more of an actual friendly person, instead of instantly going for the jugular of The Clown Fear that Ben has. With that being said, Enjoy!**_

* * *

_**South City Hospital  
**_**_3:54 PM_**

Ben goes to walk through the hallway and corners of the hospital and sees an oddly unsettling theme of laughing the pain away. Ben, not wanting to think about who thought this was a good idea, continues to walk the halls, and eating his ramen. Ben finds a pair of double doors and walks through them cautiously, but casually as to not attract much attention to him. Ben looks infront of him to see the front door and is almost tempted to run out of the building and try finding his way back to Bellwood, but a pair of hands grabs his shoulders, and spinning him around so they can look at each other face to face. The man who grabbed him was rather chubby around the gut and the waist, had a yellow-ish skin tone, a Big eyesore of a nose, and a Smile that was brighter than a Dozen Spotlights. His hair was receding a bit, but there was still a feeling of joy around the man.

"Well now, you must be the roadside kid I found. You're a tough kid for being only 7, but hey, we've all got our struggles in the world, Hah? I'm Doctor Bozomien, But my colleagues call me Zombozo. Feel free to call me what you prefer, Mr...?" Zombozo introduced jovially. Something was obviously odd about this guy, despite him being here to do his job, but his sense of friendliness was... almost refreshing.

"Ben... My name is Ben." Ben stated simply, trying to shake off this uneasy feeling.

"Well, Benny Boy, Welcome to South City! Sorry you had to make your first stop at the hospital, most kids don't like being here... especially if it's flu season. Come on Ben, let's get you figured out, if you're willing to help a pal out, okay?" Zombozo happily explained. Ben, not having any other words to say about all he knew, decided to just get this over with and then try to find his way back home... or whatever could be his home in this world. Ben sat up in a chair as Zombozo took the Chair next to him.

"Hey there, I'd like to get this kid, Ben, some information on these papers so he can be in South City without any major problems. Courtesy of Dr. Bozomien, of course." Zombozo stated with a sly undertone in his voice. The person at the desk began typing up everything and was given the boy's name, but did require other information.

"Ok, what is your full name, hun?" the person at the desk asked, not looking away from the PC screen.

Ben slightly panicked, not knowing what to say. "Hey, its alright, kiddo! if ya want, Ol' Bozo will take care of this little hiccup." Zombozo offered with a reassuring smile. "Tennyson... Ben Tennyson." Ben stated.

"Okay hun, Ben Tennyson... Ben Tennyson... huh, There was a Ben Tennyson in our records a few years ago, but he was much older than you sweetie. It's a shame that our Chemo-therapy didn't help his condition, we were almost sued for using a faulty solution... Bah, I'm just kidding... slightly. Lemme get a look at you, kid." The person said. The person was an Asian woman with a Pink, Blue and white Nurse outfit, she had Jet Black Hair, and it was in a Ponytail. Her brown eyes widened and she gave an almost nervous and forced smile.

"You... you look so much like how he used to look, as a child of course, and that was the same shirt he wore too. I'm getting reminiscent on the job, I'm sorry. My name's Julia, I actually knew Ben personally. Good guy, Absolutely grim situation he was in though. Even though he suffered, he wanted his family and I to always remember him, so he will never truly be gone. I-I'm sorry, I need to leave, I gotta rethink a few things. You can finish this up from here, I need to take a personal break." Julia stated, wiping the few tears from her eyes and walking away from the desk, proceeding to leave out of the Front doors.

"Oof, 7 years old and you're already a heartbreaker, Nice one kid! Usually I'd have to work my Charm and tickle their funny bones, but all you did was have a similar name to a dead guy. well, where do you come from kiddo?" Zombozo asked chuckling slightly at what had transpired. Ben said nothing. "Hey kiddo, try not to think about it so much, sometimes this will happen, other times, you'll be lucky for it not to. Don't worry kid, things'll turn around, now where do you come from? Anywhere in particular?" Zombozo asked the silent young boy.

"Bellwood... it's somewhere in California, and judging that by me figuring out South City is an actual place I never heard of until now, I'm... at a loss for words, really..." Ben stated, thinking on the idea of a possibility of how his life would've been if Paradox had not interfered. Dressed like a Soldier, looking like the worst of the worse... hurting innocent people, because he was told to... and if he fought back and rebelled, he probably would've ended up like Grandpa Max and his Cousin Gwen... dead and gone... _forever._

Ben looks down at the device on his wrist, and an idea sparks to life inside of his head. _'Maybe... I can use this watch to help people... Maybe even save the world! But how am I gonna do that when people keep on trying to get my attention? Let alone possibly being sent to a Foster Home... I need to get outta here.'_ Ben thought to himself, concerned on how he was going to follow through his own idea. Almost as if out of pure and utter nowhere, Zombozo snaps his fingers to get Ben's attention, snapping the boy back to reality.

"Kid, you seem really fixated on getting out of here, believe me, if I was you, I would've ran out the doors in no time... and you obviously are too young to know about most of this stuff, tell you what, here... take this, as a final farewell from your ol' pal, Zombozo." Zombozo proceeded to reach under the desk and pull out a traveler's Hiking pack full of clean clothes, a survival guide to living off the land, a tent, a pillow, a sleeping bag with a sewn in blanket, trail mix, a couple bottles of water, a Map, and 6,000 Zeni. "This stuff is the currency, so don't be surprised or confused if you have to pay with Zeni. A ticket will cost 250-300 Zeni, so you'll be fine for a small while. Listen, I see promise in you, kid. I got stuck as a dead end supply guy at a hospital... and I don't like my job, so I'm giving you a chance to just run out the doors, and I'll tell the staff I let him go with a man who looked very familiar. I can assure you, somehow, you'll be more capable on your own, rather than have someone hold you back. Now run along, Benny boy, Ol' Zombozo's got a Job to lose." Zombozo chuckled, and proceeded to go to the staff only room adjacent from the Desk.

Ben took this moment to grab the bag, and bolt out of the Hospital, and he ran down the street, Hiking Pack on top of him, so many possible ideas going through his young mind, but one thing was dead set on his mind... getting back home.

* * *

_**3-5 Hours Later...  
**_**_8:54 PM_**

As Ben is running down the street, he hears police sirens ahead and comes to a halt. Ben peeks around the corner and notices a robbery is in progress. About 5 Mediocre Criminals and 3 Bigger and Thicker Criminals are taking out Cops, Guards and all the while, constantly hauling money into a Navy Blue Armored Truck. Ben looks at the device on his wrist, turns the dial and selects the icon of a spectral entity. "Looks like it's hero time!" Ben states confidently. Ben pops the faceplate up, runs into a nearby alleyway, carefully places his Hiking Pack down and covers it up, and presses down on the faceplate, allowing a Bright Green Flash of Light to Illuminate the Dark Alleyway.

**_[_**_The Omnitrix embeds itself into Ben's body, and his body begins to get skinnier and paler. His skeleton is becoming more and more visible under his skin, and an Ash Gray Fabric wraps and envelops Ben, leaving nothing to be seen. The Fabric grows arms, and hands, and Sharp Claws. its Dark Fabric like Body began to grow White Crack lines all over its body, one of these lines going over the head area, creating a slit for a Bright Amethyst Purple Eye to appear. That same crack line opens up a slit to show the Omnitrix is within the fabric body, showing itself from within the creature. Ben's Body begins to slowly merge with the suit as his legs are replaced with an ethereal Black and White Striped Tentacle Wisp Tail. The Creature hisses and groans loudly, and the Transformation Sequence ends.**]**_

"_Ghoooooooostfreeeeeeeeaaaak!_" The spectral Entity hissed in a Spine chilling call. The ethereal alien got a look at itself and felt almost unsettled by how... freaky... this alien felt, compared to an alien made out of fire and rocks. "_aalllriiightttyy theeeeenn... It's Heeeerrrooooo Tiiiiiimmmmmeeeee!_" Ghostfreak creepily hissed. The Spectral alien then floated above the buildings and made its way to one of the goons, phasing into the goon's body, and waiting for the goon to get in the truck with his pals. "Aight that's all the cash, let's get the hell outta dodge, boys!" one of the mediocre crew members stated, jumping in to the driver's seat. The other crew members hopped in and were practically stuck in there like Sardines in a can. It was then that Ben realized why this Alien felt so... unsettling, because beyond his control, he forced his claws through the Crew member's chest and slithered out of his body laughing creepily, leaving the other crew members panicked, confused and terrified.

"_Hiiiiiiiiiiiiiii... Miiiiiinnndd Iiiiifff Iiiiiii... Maaakkkeee myyyyyyyyseelllf aaaaat hoooooommmeeee?_" Ghostfreak asked. None of the criminals knew what he meant, but Ghostfreak ended up possessing one of the bigger guys and broke the bones of the other big guy that was next to him. He proceeded to do the same to the other small criminals and proceeded to leave mental scars on the Criminal he had possessed, leaving him mentally traumatized, where the others were physically. Ghostfreak proceeded to phase through to the front of the vehicle and surprise the two small criminals who were contemplating stopping the vehicle to see what was going on in the back. "_Heeeeyyyy buuuuuuuudddddyyyy, miiiiiiinnnnddd iiiiifff Iiiiiiiiii drrrriiiiiivvvvveee?_" Ghostfreak asked, grabbing the wheel, desperately trying to steer it off the road. The criminal in the passenger seat was contemplating shooting the damn thing, but he thought of two things that would happen. The bullet could go through the ghost thing and he'd kill the driver, and everything in and on the vehicle itself is Bulletproof, the bullet will ricochet and kill either the driver, or him. "To hell with this! Money ain't worth it if this thing wants to take our hard earned score! You can deal with this, I'm out!" The crew member exclaimed, jumping out of the vehicle, managing to survive and limp towards the sidewalk to avoid getting hit by traffic. Back at the speeding truck, The man wasn't going down without a fight, but Ghostfreak would rather the guy just knew what was so intimidating about him. Ghostfreak proceeded to grab the cloth body and slowly pulled open his torso and gave a slight warning.

"_Heeeeeerreeeee'sss toooooo... aaaaaaaa sssscccaaaarrrriiiiiinnnngggg **AAAAAAAFFFTTTEEEEERRRLLLLIIIIFFFFFEEEE!**_" Ghostfreak growled, ripping his torso open, revealing the unspeakable evil from within him. Apparently it was so terrifying that the driver dropped dead in his seat and the vehicle proceeded to crash off the road and into a ditch. Ghostfreak, not wanting to leave until everything is done, proceeds to phase every criminal out of the Armored Vehicle, and also opening the doors by cutting them open with his claws, to allow easier access to the stolen Cash. "_Nnnnooowwww ttthhhaaaaatttt... iiiissss ffffaaasssssttt... aaaaaannnnddd ffffuuuurrrrriiiooooouuuuuussss..._" Ghostfreak stated, cackling lightly to himself. The omnitrix suddenly began to beep and flash red and white, once again signalling that it was time to return to his human form. Ghostfreak quickly floated away from the scene, and made some headway back to his Hiking Pack. By the time he got back to it, he was enveloped in a Red flash of Light, and Ben Tennyson took the spectral alien's place.

Ben grabbed the Hiking pack, slung it over his back, and looked back at the watch, which was now glowing red. "Ok... No more of ghostfreak, until I find out what this thing on me is, and what else I can turn into. Man, I gotta find a way to get home..." Ben told himself, rubbing his eyes in exhaustion.

"**_As our hero goes on to start his pursuit of getting back home, he realizes that he'll have to practice with some of his Transformations to gain a better and even firmer grasp on his powers. But... How will he fare against foes who won't dare to pull any punches? Will Ben ever find a lead of getting back home? Will he fail and die a stranger in a world of unknown dangers and action?! Find out Next time..._**

_**ON Ben 10: Journey Back Home!"**_


	5. The First Big Badguys! Who's Red Ribbon?

**3 Weeks Later...**

**_South City  
_**_**10:15 AM**_  
**_  
"GET BACK HERE, YOU CRUDDY COMMON_** _**CRIMINALS!"**_ A Rough, booming voice exclaimed, as 5 Separate Thieves ran away in fright as a looming Four armed Shadow followed in hot pursuit. This shadow was being casted by an Alien with a White Shirt with a Black line connecting down to Long Black Spandex like pants, and what all was visible of this alien's skin was Blistering Red and spiky. This alien was extremely muscular, and it was so strong that every time it stepped onto the ground, there would be a permanent indention of where his feet would be. The creature was already thought to be extremely strong, but it has an extra set of 2 Arms beneath the main pair. The actual face of the alien is just as odd and intriguing, as it is a Red human head with a squared jaw and rounded head with a Black Spike Stripe going down the center of its face, and 3/4 of the way up its bottom jaw from its chin. The Alien had 4 Eyes, 2 on each side of its face. On its left Shoulder, rests a Gray Dial with a White Hourglass symbol shining in the morning light.

The Criminals began to try and run faster, and 3 of them trip over themselves and get caught easily. As the Huge red alien did a quick literal shakedown of the criminals he caught, he drops them and makes a massive leap towards the other two, landing infront of them, and just towering above them menacingly, like a Big Red Demon whose comes to collect their souls. The two criminals pass out in fear, and the red alien drops them both with the other 3 criminals to the awaiting officers. "Hey, thanks Big guy! Sorry we didn't lend a hand, it's sometimes just difficult to sweat the small stuff like all of this, ya know?" The officer asked. _**"Yeah, I know the feeling. But this will eventually stop... hopefully. Anyways, my friends call me Fourarms, and you and those you know and work with, can do the same."**_ Fourarms stated. For the past 3 Weeks since Ben got to this universe, He's made a name for himself... or rather a name for his alien personas. He's stopped wildfires, saved drowning people, prevented Massive collateral damages from natural disasters, and he saw one of his aliens on TV, dubbed over by a slightly poor impersonation with a voice filter sponsoring a random PSA. Ben and his alien personas were beloved by many, more so His aliens, not so much for Ben, as he felt that he should keep his secret to himself and just keep helping people. Fourarms looked at the Hourglass on his shoulder, and saw it priming to begin the Timeout warning.

_**Ben's Campsite  
**_**_10:17__ AM_**

Fourarms quickly leaped away and got out of city limits, far enough to a small campsite under a tree. Fourarms was enveloped in a flash of Red light and transformed back into Ben. Ben felt his stomach growl and realized something important. "Huh, breakfast... riiiiiight, knew I forgot something. Oh well, Maybe this will tide me over till lunch." Ben then proceeded to grab a Jar of Honey and an Apple out of his bag, started a fire, got a large black bowl, and slathered an oil like substance on the inside of it. Ben set it above a small fireplace and got a fire quickly started from the embers with the firestarter that was in his pocket. "Good thing Zombozo gave me this stuff, because I know I couldn't pay for most of this stuff on my own." Ben stated. The oil within the bowl began to sizzle and heat up and Ben proceeded to tear off pieces of the Apple and toss them into the jar of honey. After a couple minutes, Ben quickly tossed the honey coated apple pieces into the burning Oil coated Bowl, stirring the pieces around the bowl's sides with a pair of tongs. "It's not my usual snack, but it'll do." Ben said as he gazed upon the caramelized Honey Apple piece. Ben grabbed a small paper plate out of his bag and plopped each individual piece onto the plate, all the while getting ready to eat. "Ahhhh, finally. Some me time, at last." Ben stated and popped one of the honey apple pieces into his mouth, crunching down on it, and quickly eating the other pieces he had prepared. As Ben licked the still warm honey residue off of his fingers, he threw the plate aside and relaxed against the tree. "Nothing could go wrong, after this perfect morning. Got some early work done, made some quick snacks, and nothing from any of this could possibly backfire." Ben said lazily.

* * *

_**Muscle Tower  
**__**10:18 AM  
**_  
A soldier is frantically running through other workers to catch up to a small stout man in a suit. "Commander! there is something you must look at, Sir!" The soldier stated with a salute. A stout, well tailored man turned to the soldier and looked up slightly at the soldier sternly. "What could you possibly have that interests me, besides a city with a small population we can take over?" The man stated with a slight hint of scottish-ness in his voice, lighting something in his Smoke Pipe. The man wore a well tailored suit, an eyepatch over his right eye, and had well kept, stylized Red hair. "Well, Commander Red, sir, remember how a couple weeks ago you asked us to locate valuable assets for the Red Ribbon? We may have found something... or possibly, Someone! Please, follow!" The Soldier explained, frantically running to a nearby lab, with countless Robotics Experts working tirelessly on making weapons and robotic soldiers. The soldier pointed to a blip on the radar, blinking slow, but occasionally picking up in speed. The Commander seemed rather bored at this, as he wanted results, not a blinking light with speed settings. "Well? Who is it, and where is it?!" Commander Red demanded. The soldier jumped at the sudden explosion of impatience and began to zero in on a location 30-45 minutes away from South City. The Commander's stern frown, turned into that of a Grin of sinister intentions. "Well, you aren't completely useless. I'll send in a couple troops and one of my best intellectual assets there now. Officer Black!" Commander Red exclaimed. A tall African American Male with little to no hair on his head and over accentuated lips joined his caller at his side. "What's up, Sir?" Officer Black asked. "Tell Dr. Aloysius that I have a job for him. I wish to see all that he's come up with ever since we began letting his ideas on a new world order breach our walls. And tell him to take his freaky pets with him... I want whoever or whatever is in South City... And claim it or them... for the Red Ribbon Army!" Commander Red explained sinisterly. Officer Black nodded his head and made his way to a lower level in Muscle Tower.

* * *

_**South City  
**__**10:20 AM  
**_  
Meanwhile, Back with Ben Tennyson...

Ben casually walks the streets of South City, nonchalantly twisting the dial on The device on his wrist. "Man, to think that I can become 10 different alien things is awesome, and being a hero for those who need a hero, no matter the shape or size is even greater... but, I'm kinda wishing I had been doing this for money now, most of my cooking stuff comes from the Zeni I got from Zombozo... wonder what he's up to nowadays, haven't seem him in weeks." Ben said. Suddenly, a small heavy sound was heard, shaking the town a small bit, drawing everyone's attention to its origins. From outside of town, a couple of tanks and military vehicles with a Red sideways Hourglass and 2 white Rs on each side of it began to pull through town, and stopped immediately, leaving the entirety of South City silent with curiosity, worry and most notably of all, hope. Hoping that the alien hero, whoever it'll be this time around, will save them from this... unknown enemy. The tank popped open and a man with a Dark brown Lab Coat, with the same logo on the military tank he came out of jumped onto the streets, walking slowly with two armed soldiers behind him. The man appeared to have looked fresh out of Military Boot Camp, whilst having a sense of refined mystery and laxness about him. He wore a Dark gray Leather suit underneath the Lab Coat, Black Gloves, Dark Moss Green Goggles, Brown Work Boots, and a Military Cap with the same Logo on his Coat and the vehicles. He proceeded to reach into his coat and pull out a communicator, which had been hooked up to a speaker on one of the vehicles. "Who in the heck are these guys?" Ben said to himself.

_"Attention, all law abiding citizens of... South City. I am Dr. Aloysius J. Animo, of the Red Ribbon Army. Me, and my associates are looking for an object of great power, that is located within or outside of your city's limited general area space. We will be here in South City, for as long as it takes to find wherever this Great power is, and to make sure someone does know, and plans to run..."_ Animo stops and presses a button on his communicator, opening up the back of one of the trucks, setting free what could only be described as real abominations of nature. The first abomination was a pudgy, but ever so hyperactive four eyed Dog sized hamster that had Canine like teeth. The 2nd creature was a scaly Feathered lizard bird thing that screeched in an agonizing manner. The final abomination was all the more freaky. A huge foot sized toad came out of the trunk, showing off 4 extra eyes and what seemed to be Bull Horns growing from its head. Ben could only gawk at the monsters Animo had let loose.

_"These creations of mine, despite their small size, will gladly retrieve or terminate anyone who tries to run or escape. Citizens of South City, you will comply, or you shall die. Grim, I know, but someone here has brought this upon themselves... And they shall pay for it."_ Dr. Animo stated, turning off his communicator's link to the speaker. Red Ribbon? Ben never heard of a Military group called Red Ribbon before, But Ben then felt something. The gravity of this entire situation Ben was in had hit him like a truck. Ben glanced at the device on his wrist and came to one conclusion. '_People were in danger... Because of me. I... I-I have to get out of South City... Find help...'_ Ben glanced again towards the device on his wrist, as it changed from Red to Green, signifying that it was time to transform into one of his many Alien heroes. Ben slowly backed away into the slowly forming crowd of people, and then proceeded to quickly, but cautiously make his way to the city's exit. Suddenly, something broke the silence. An ear splitting squeal cut through the silence like a Katana through wet tissue paper. The mutant hamster thing was tracking him, and Ben was now running through people, constantly trying to escape the mutated animal whilst also not exposing his secret, putting innocent people in harm's way if he did. Ben managed to escape the city itself, but still had a ways to go to his campsite. "Oh man, Oh man, Oh man, Oh man, Oh Man!" Ben said, full on sprinting down the road, keeping to the grass to hopefully lose the mutant thing that was chasing him.

* * *

_**Ben's Campsite  
**__**10:50 AM**_  
_  
30 minutes of running and sprinting and constant exhaustion later..._

Ben stopped at his tree to take a few quick breaths, and could soon hear the faint and distant sound of a snarling animal closing in. Ben was too exhausted to fight back, and he had no weapons that were effective against... mutant animals. Ben tried to lay down, but felt a small circular thing beneath him. Ben reached out from beneath himself and pulled out an odd small Orange Sphere with 5 Red Stars in or on it. Ben was obviously curious, but he was too exhausted and terrified to properly look at it, and saw the overgrown mutant thing at his feet, snarling and foaming at the mouth, looking absolutely crazed. Ben looked at the creature, and back at the sphere in his hands. What Ben was about to do was incredibly not suitable for those who protect animals of all kinds from any kind of abuse, but Ben remembered that this was self defense, if it was trying to purposefully kill him. Ben gripped the sphere and winded his arm back as far as it could, and the Mutant Hamster thing lunged at him, fangs and sharp teeth ready to land a devastating blow, but everything went silent, except for a sickening crack that echoed throughout the entirety of the area, reaching even South City, peaking Red Ribbon's interest and curiosity.

Ben opened his eyes, to see that instead of letting the Orb go and throwing it at the mutant thing, he still had it in his hand, and he forced it into the mutant animal's head, leaving a red stained spherical indention in the thing's forehead. Ben sat down for a moment and let the orb drop from his hand and roll towards his fireplace. Shocked by what he had just done, Ben felt... scared. Ben felt fear, yes, but he actually felt scared... scared that this might make him a killer, especially considering his powers were to be added to the possibility. Ben grabbed a small wooden bowl and a water bottle. He filled the bowl with water, and got a good look at himself. He had small blood droplets on his face, possibly from the creature that tried to chew him up and bring what was left to its master. Ben cleaned his hands, and proceeded to wipe the blood from wherever was visible. Ben shuddered and sighed heavily, almost as if he felt sick. Ben remained silent and decided to wash and clean that orb he used, maybe someone would know what it was if he got rid of those Red Ribbon people. Without another second to waste, Ben gets up, takes off his shirt and slips o South City T-shirt, and activates the Omnitrix. Ben knows that these guys mean serious business, so its best to go with an alien he's had loads of practice with. Ben found the alien he was looking for, popped the faceplate up and slammed down on it, activating the transformation sequence.

_**[**Ben's arms began to become tougher, and were becoming surrounded by blue-ish green Crystals. Ben's body became more and more robust and tough, with his shirt being replaced by a Sleeveless full Body Suit with his body becoming more muscular and crystalline and jagged. Ben felt his face restructure into that of a face chiseled by a sculptor. The body suit split down the middle, dividing the suit to being half white on the Left, and half Black on the right, with a White section on the Right side being big enough for the Hourglass Symbol to shape itself on somesort of Upper Pectoral Guard. The Alien Poses nonchalantly, and the Transformation sequence ends.**]**_

**"DIAMONDHEAD!"** The Crystalline Alien exclaimed with a deep, rebounding voice. The moment Diamondhead made himself known, he saw Red Ribbon soldiers en route to his camp. **"Oohohoho, sorry guys, but this stuff isn't Cheap! Let's take this somewhere you won't destroy anything IMPORTANT!" **Diamondhead yelled as he slammed his fist into one of the armored vehicles, stopping it in its tracks. The soldiers looked at the alien in astonishment and full on terror that something like this could exist. Diamondhead proceeded to deliver a much needed bruising to these Red Ribbon guys and even left a few unsavory Diamond shard holes in their vehicles and tanks. Some of the soldiers hid behind the tanks, and others got a fair beating from the crystalline alien hero. Diamondhead made his way to the top of the Tank that had followed suit and decided to open it up and see what the gist was all about. **"Hi, how are ya? Mind if I... squeeeeeeeze on in?"** Diamondhead asked, jumping into the tank, cracking his Diamond Knuckles, getting ready to brawl.

* * *

_**South City Hospital  
**__**15-20 Minutes ago...  
**_  
"You can't take any of this! There are people here who need this stuff far more than you armed goons!" A Man called out to the soldiers. The man was Zombozo, and he ended up getting tied up, but not silenced. "Pfft... Who do ze think zey are, commanding und pleading that ve don't take zeir painkillers, how redundant!" One of the soldiers said in a thick German Accent. "I know right? This guy gives us more unnecessary lip than Animo does. The only difference is that we have to listen to everything Animo says, otherwise his 'pets' will chew us up like dog toys." Another soldier commented smugly. The soldiers laughed on as Zombozo tries to get out of his binds. _'Man... I sure hope that kid got out alright... No... It's time I did something. These people need a hero.. and the Alien heroes haven't shown up yet... Time to do the right thing!'_ Zombozo thought to himself. Zombozo managed to slowly, but surely get himself back up on his feet, and proceeded to slam his own head into the face of a Red Ribbon Soldier. One of the other soldiers came running with a knife, ready to deliver a quick Vertical strike, but Zombozo kinda anticipated this as he turned away out of terror, only to realize his binds were cut open and he was freed. Zombozo grabbed 3 Experimental Drugs off of the counter he was leaning against before, swallowed all 3 of them whole, and began to feel himself change a bit. _"Huhuhuhehehehehe... Now then, boys and Girls... Since you've been nothing b**ut Naughty, let your old Pal Zombozo, TEACH YA SOME MANNERS!"**_ Zombozo? said as he slowly became more and more decrepit and diseased, and his jolly voice was replaced by a voice that belonged to a flesh eating Demon. From outside the Medical Lab, Julia evacuates everyone to the safest part of the Hospital's Ground floor, whilst Zombozo's usually cheery and Clown like Chuckle, devolved into the maniacal laughter of an even worse monster.

* * *

_**South City, Red Ribbon District (Temporary)  
11:13 AM  
**_  
Diamondhead stands above many knocked out Soldiers and destroyed Red Ribbon Properties brought by them. The only few of Red Ribbon that still stand are 150 more soldiers, Animo and his 2 other Mutants. **"So, considering I demolished your little attempt to take over South City, how about you guys tell me who you are, and why you even bothered to come here in the first place?"** Diamondhead asked with a nonchalant Smirk on his face. "If you must know, you overgrown Mineral Deposit, We are here for a Powerful Device that has been picked up by our various Pieces of high tech equipment. And judging by your stature, you obviously measure up to all the damage you've caused. Perhaps if you are willing to hand over that Dial thing on your chest to us, we'll kindly leave without another punch being thrown." One of the soldiers explained. **"Oh, is that all? Well, hate to break it to ya, but me and the watch, we're a Package Deal, take both and go, or I'll turn you into Human Chandeliers."** Diamondhead said turning his arms into spikes, aiming at the soldiers who now feared for their lives. Before Diamondhead could fire a single shard, an overgrown Toad landed onto the Crystalline Hero. **"Ooookaaayy... Guess I'll have to make some Extra Large Frog Legs before I get to the rest of you!"** Diamondhead stated, stabbing the belly of the giant Mutant Frog. The Frog Croaked out in pain and leaped high into the air. Diamondhead got up and shot some Diamond shards from his palm at the soldiers feet, trapping them in place. **"You guys stay here, wouldn't want you goin' anywhere before I give you a well deserved throttling."** Diamondhead stated. The Frog lands on the ground and fixes its gaze on the Diamond entity. It whips its Tongue out and launches it towards the Creature, who ends up getting stuck to it. **"Agghhh! Oh gross! Smells like my Grandpa's cooking!"** Diamondhead said wiping the Frog Mucus off of his face. Diamondhead turns both arms into Sharp Blades and slices off the Tongue, causing the Amphibious Mutant to Growl and gurgle in writhing pain. Diamondhead proceeds to fire Diamond shard after Diamond shard into the creature's eyes and dive bombs towards the creature's head, shaping his head to be spikier and more capable to pierce tougher stuff. This works as Diamondhead quickly pierces the skull of the Frog and quickly cuts his way through the right side of the Frog's lower Extremities. The Frog groans and croaks in pain before keeling over and finally dying. "My Pets! How DARE YOU!" Animo exclaims, making his way past the trapped soldiers. **"To make animals like this, Doc, I'm putting these things out of their misery, this is cruelty! I'm gonna enjoy knocking you senseless!"** Diamondhead exclaimed with a confident smile, wiping the frog slime and blood off of his shining crystal skin and suit. Suddenly, A sound came from The watch. It was flashing Red and white, making a slow dying sound, and Ben knew he had nowhere to run. **"Ohhh maannn..."** In a flash of Red light, the soldiers and Animo were blinded. In place of the Diamond hero, was A boy in Cargo Pants, Sneakers, an South City T-Shirt. Ben tried to make a mad dash out of town, but soon realized that the soldiers he took out were back on their feet, albeit they were still hurting from the beating Diamondhead gave them. "oh man..." Ben said quietly. Suddenly, a sharp pain filled Ben's body, and he blacked out.

* * *

**"_As our hero fought valiantly against the Red Ribbon Army, this sudden and almost missed defeat has taken him down for the count. Will Ben be able to stop Red Ribbon? What significance does that Sphere have? And what happened to Zombozo? Find out next time..._**

_**On Ben 10: Journey Back Home!"**_

(So, as you can see, I'm having Ben first deal with Red Ribbon as they are and always will be a threat, no matter the place of the timeline. And most notably, Yes, this was a 3 Week Timeskip... I know, its too early for timeskips and all that jazz, but would you rather a timeskip or Ben constantly repeating the same hero stuff he did in Chapter 3 for the next few chapters until you finally lose interest before the good stuff actually comes into play?! Now, I've also decided to include Animo as a Key Bio-Robotic Scientist for Red Ribbon, mainly since he'd fit well with Metallitron and Colonel Silver in terms of having a name that sounds kinda like Alloy, like a metal Alloy. Introduced his Mutants much earlier (or later in somekind of context) than expected as Ben is used to common Human Criminals, not soldiers, tanks and Mutant Animals. Now, as for why Ben has been in Alien form for so long is because he's better atoned and better acclimated to the Transformations he undergoes and can maintain a grasp on the form much longer. The next Chapter will include Ben escaping Muscle Tower, Unlocking a New Alien and desperately trying to get back to his Camp and pack up and find a better City to live next to, as he's caused enough trouble as is. Until then, everybody, I'll see you later!)


	6. Muscle Tower Escape? Awaken Power of 10!

**5 Days Later...****  
**_**  
Muscle Tower (Underground Dungeon Floor)  
**_**_3:44 PM_**

Everything feels and seems disorienting. Everything is spinning, everything sounds extremely muffled and there was a constant ringing in his ears. Ben finally managed to adjust his eyesight to his new surroundings. His first look was that he was in a holding cell with Brick Walls and iron bars keeping him inside. Ben looks down to see his ankles cuffed and his body chained to the wall behind him. Ben still had no idea where he was or how he got here, but he does remember Red Ribbon and their unwanted arrival in South City... Speaking of which, how long has he even been here? Ben rubbed his head and glanced at the Omnitrix, which was blinking and Glowing rapidly as the dial spun around on its own. Ben tried to pull his torso cuff off of his body, but it was stuck on him tight, practically making escape in his human form all the more difficult. _'Man... I don't know where I am, who took me he- scratch that, I got a good idea on who took me here... __**and why...**__ I gotta get out of here... but how can I get out of here if they took me out? I lost...'_ Ben thought to himself somberly. Ben had lost his first big fight and was about to become a test subject for their diabolical plans... he couldn't let that happen, he can't let that happen... He Won't let that happen! He's Benjamin Tennyson, and the Tennysons don't give up when things get rough, they get back up and fight back. Ben got up onto his shackled feet, and tried to twist the device in a manner that could get it to work. After twisting the dial many times out of desperation, it let out a small and short beeping sound before cycling through the 10 Aliens Ben had been using, then twisting the dial to a blank space, where black dots mashed together to create a new Icon. The icon was round, very round. It had bulbous parts on its arms, shoulders and palms, even bulbous parts somewhere on its stout and short legs.

Suddenly, a voice called out, breaking Ben's focus, causing him to look out of his cell. neighboring his cell is a bigger man, with a notable big tuft of Red Hair coming from his head. His eyes were a Light Blue, and he wore a Big Orange jumpsuit. "Hey, why did Red Ribbon bring a kid like you down here? Do you speak English?" The man asked. "Yeah, I'd sound really stupid if I didn't. Who are you, anyways?" Ben asked. "My name's Gedo. My code name is Gold. My father is a scientist that works for Red Ribbon. I assume they brought you in as a young recruit? If so, welcome to Red Ribbon... This is as good as it gets." Gedo stated. "Why would your dad have you in here? Wouldn't he want you doing stuff for him or something?" Ben asked suspiciously. "Its not that I didn't want to help, it was merely the fact that I had no idea what I was doing... let alone what I was helping to create, so they put me in here for my own good... hopefully dad'll get done soon, I'd like go just go home." Gedo stated, lying back down in his cell. Ben had no idea that there would be potentially more people here that would have been taken by Red Ribbon to just be pawns in their plan... Ben wasn't going to be a pawn to them any day of the week, and figured enough was enough. Ben activated the omnitrix and selected an icon that seemed almost perfect for escaping unnoticed. Ben popped the faceplate up and slammed it down as a Green light enveloped him.

**_[_**_The Omnitrix sunk into his body as his skin began to become grayer. His hands began to enlarge in size and his body seemed to be slimming down and shrinking. His eyes became almost amphibious like as his head began to shape differently and his Brain began to enlarge as well. His T-shirt and shorts were replaced by a full body Black and White Suit. His feet had 3 amphibious like toes and the Omnitrix began to form on his back. He struck an action pose as the flash of light ended the Transformation sequence.__**]**_

**"**_GREY MATTER!_**"** A small nasally voice called out. Gedo uncovered his eyes and was in shocking surprise by what had transpired. **"**_I can understand your general shock, Mr. Gedo, but I've become much stranger than my most intellectual transformation. Thanks to my average amphibious size, I can easily walk on out of here and be ready to sneak out unnoticed.. My only problem after that is finding my way back to South City..._**"** Grey Matter explained. Gedo was still in shock that this kid just turned into what has a Gray Bipedal talking frog. **"**_Uh... eheheh, right, still in shock... listen, Red Ribbon is probably after me for my abilities to obviously change my shape and biological code, you'd be doing me a favor if you just told them that I just somehow slipped through the bars and made a quick and silent getaway whilst I go look around this place to see what they're up to. Deal?_**"** Grey Matter asked. Gedo was silent and in slight recovery of his shock, but he understood. He hesitated and nodded his head in understanding. **"**_Good man, I'll be seeing ya Gedo, I wish you luck._**"** Grey Matter stated making a mad dash to the Dungeon Elevator. Grey Matter quickly hid and saw the huge Red Ribbon Soldiers marching down the hallway. Grey Matter snuck past and was able to climb the surface of the Elevator's interior and hit the base Floor Button, obviously attracting the Soldiers' attention and making it too late to the Elevator, allowing Ben to easily venture to the next floor.

* * *

_**Muscle Tower (1st Floor)  
**_**_3:47 PM  
_**  
The elevator doors opened and Grey Matter saw an entire Weapons Bay Area, ready to be sabotaged. **"**_And this is where the fun truly begins. Time to put this brainiac's IQ to the test._**"** Grey Matter said smiling confidently. Grey Matter quickly began to squirm inside of most of the machines and began re-wiring them and disabling them. One by one, the machines were tampered with in a way Red Ribbon's smartest engineers wouldn't even fathom how unsalvageable their best weapons and drones would soon be... or who would even have the brains to do all of this unnoticed. Grey Matter had finished up the last Weapon in the Area and made his way to the huge metal doors that potentially had the chance of being the way out. Much to Grey Matter's dismay, the omnitrix began blinking Red and white, signalling it was time to become human, and Grey Matter just sighed in mild annoyance. **"**_I believe this time out function has gone on long enough. Knowing Red Ribbon, they won't let anyone go without a fight. I'll need to make my escape discreet, whilst not accepting defeat._**"** Grey Matter said. The small Alien twisted the dial, popped the faceplate up, and before the reversing sequence could begin, a Flash of Green Light enveloped the Small Alien Genius, and in its place was a big Round Alien that Ben had not become before.

The alien itself was very round, but it was very heavy and unbalanced in terms of weight. Though this Alien was possibly a couple more inches taller than a basic human adult, it was really wide. All over its arms, legs and the back of its body were Yellow shell casings. The Omnitrix was located someplace on the alien's big wide Forehead. **"WRROOOOAAAHHHHGGGGHHHHH! Woah, who's this guy?"** The big round alien said in a deep bellowing voice. The alien noted its Yellow 'bulbs' on its body, and finally realized what he was. **"This must be the new guy I saw... huh, wonder why I unlocked this guy now... Bah, I don't care, I just have to think of a name for this guy."** The huge round alien said to himself. The doors behind him began to open up, revealing a massive horde of Red Ribbon Soldiers, ready to open fire. **"Ooohhh Maaann! Why can't I just catch a break!"** The alien said, trying to assume the fetal position. As the alien tries to assume this position, he suddenly curls up into a ball. The Soldiers open fire on the alien, but the bullets seem to just bounce off of its shell. **"Whoa, this guy is a tank! I gotta figure out more about this guy. Excuse me people, I need to go, innocent people need a hero, not a corrupt government."** The alien said rolling slowly towards the soldiers. It wasn't until one person that stood out amongst the rest full on jump kicked the Round Alien so hard that it flew to the back of the room and left a dent. This person was a big man, extremely big in height and muscle mass. He wore sunglasses and had a Purple Sleeveless Jacket. his hair was spiked, despite looking so shortcutted, he wore black jeans. Wasn't long until one of the soldiers recognized who this person was, and immediately got into an immediate salute. "M-Major Metallitron, Sir! W-we thought-" The soldier was then told to silently by one of his comrades to just stop talking. "All of you, go inform Commander Red that this boy is not to be underestimated, no matter what. I will put the child back under our security." Metallitron stated, straightening out his sunglasses. The soldiers rushed to the elevator and quickly started going to the second floor. The round alien fell out of the dent he had unintentionally made, and looked up at the guy who suddenly gave him a quick stomp. **"Ok Mr. Tall and ruthless, you're so gonna get it!"** The Alien said curling back up into a ball. The alien began to spin in place and suddenly sped towards Metallitron. The Major jumped and dodged the alien, but it seemed that Metallitron had been easily duped by the alien, as said alien proceeded to crash through the front gate, and roll away through the snowy plains. "That child will know pain... Even if I have to tear the child apart to do so." Metallitron stated, closing the doors behind him.

* * *

_**Outside of Muscle Tower's primary Radius...  
**__**5:56 PM**_

Meanwhile with The Round Alien, as it rolls to a nearby forest area, it stops infront of a couple huge Boulders and uncurls, sitting against the rocks and waiting for the device to timeout. As the time passes, Ben is constantly thinking of what exactly he should call this alien. It had the raw power of a cannonball, but it always required a bolt of sudden movement... It was basically a Cannonbolt, if he really thought about it. From then on, The new alien was dubbed 'Cannonbolt'. **"Okay, now that I have one thing taken care of... how exactly do I get back to South City from here?"** Cannonbolt pondered. As the big alien kept thinking, the omnitrix began to blink and flash red and white, and in a flash of Red Light, Cannonbolt was reverted back to Ben. "Oh come on, Now I turn back?! And In the Freaking Cold, no less. Stupid Watch." Ben said in annoyance. Ben prepared to try messing with the Omnitrix again, up until he felt an odd pain in his head. It felt like someone was forcing a hammer out of his head with a screwdriver, which is just painful to think about in general. Ben fell to his knees, and began to squirm in the snow, holding his head in pain, going as far as to try and ignore it and slowly press on, but he only made it a foot away from the rocks before resting under one of the pine trees, still feeling somesort of pain. Ben constantly tried to get up, but he barely got any traction on his shoes from the slick ground and the freezing snow just seemed to weigh him down. Ben eventually decided to give up and close her eyes, trying to block out the feeling of being cold and resting a bit.

Eventually, Ben fell asleep and slumped over in the snow, slowly getting colder and colder. Minutes pass, minutes become hours, and Ben's slowly getting dangerously cold. Ben slowly wakes up, feeling extremely cold, and seeing how everything looks darker, it's sometime at night. Ben decides to go with the rational idea and use the Watch to turn into an alien that will hopefully keep him warm enough till he gets back to South City. Ben twisted the dial and selected the icon of a flaming entity. Ben popped the faceplate and slammed down on it, becoming engulfed in a flash of green light, and small noticeable Embers. From the flash of Green light, stood the fiery Hero, Heatblast. As the snow around him began to immediately melt, Heatblast created a platform from the ground he stood on, and got on top of it, and began to fly above the trees and try to make his way back to South City.

As Heatblast glides through the falling snow in the sky, he can't help but feel that there's something he's forgotten. And suddenly, he remembers the guy he met back in Muscle Tower, Gedo.. or was it Gold, Heatblast was sure it was one of those two. Heatblast stops and turns back around to look at the distant Tower through the fluttering snow, and feels like he has to do something. Suddenly, he remembers that thing he did, changing from Grey Matter to Cannonbolt. From here, Heatblast came up with a plan... A plan to break this guy he just met out of Red Ribbon's Custody.

* * *

_**Muscle Tower  
**__**8:30 PM**_

Heatblast quickly flies his way back to Muscle Tower's Front gates, and finds a somewhat decent place to hide. Once Heatblast is well hidden, he decides to test out this little 'trick' he learned. Heatblast twisted the dial on his chest and the faceplate popped up, with the Hourglass becoming a White Diamond with nothing within it. Heatblast slammed down on it, and in a Flash of Green Light, Heatblast became another Alien.

In Heatblast's place was a Blobulous Creature with a Humanoid stature. Its body was pure black, but it shined in the moonlight. The metal body was gooey, very gooey as it constantly felt malleable. The Black metal body had these obvious Green Tech Patterns going throughout and all on its body. On its face was a Single Green Dot with a big Black spot in the middle of it. The creature was very flat footed as it only had odd stump-like feet and very big blobulous hands. The Omnitrix rested on the thing's 'chest' like area, as the chest area, down to its stump feet are protected by a White Silk Metal Clothing.

_"Uuuuupgraaaaade!"_ The Mechanical alien said. The alien itself sounded like Ben, if his voice came through a very powerful and clear communicator. Upgrade slithered his way to the gates and lied flat and motionless in an empty hole, to simulate a melted ice puddle. As a few Military tanks rolled through, Upgrade saw his opportunity to put his special powers to good use. _"Ooohh Yeaaahh, let's do this!"_ Upgrade stated. The alien then latched itself onto the bottom of the tank, slowly melding with it, covering the tank in Black and Green as the Tank was allowed to be cleared for a maintenance check up. From within the Tank, one of the soldiers is confused as the Button to unlock the Hatch isn't working like it was back on their pursuit. "Uh Sir? The button isn't working! And Yes, I Am Pressing the right Button this time, it won't let us out!" The soldier exclaimed from within the tank. Suddenly, as the Soldier went to hit the button again, he hit hard metal, as he saw the button was now gone. "Wh-Wha-What in the?! Where'd the b-button Go?!" The soldier exclaimed in confusion. _"Riiight, heeere!"_ A voice called out. As the soldier could not react in time, a fist with a button on the inside of its 'hand' quickly knocked the dude out cold, Upgrade revealed himself and proceeded to do the same with the other soldiers and proceeded to open the hatch and full on launch the soldiers out before closing and locking the hatch again. _"Nooww, Let's take this baby for a test drive!"_ Upgrade said. Upgrade fully melted and merged his body with the entirety of the tank's innermost workings, and the Tank began to change right before Metallitron and Every other soldier's eyes. The Tank was now detailed in Black with Green Tech Patterns, A 2nd Tank Shell Barrel was placed on top of the existing one, and there were now automatic turrets on every side of the Tank, ready to fire. The Omnitrix was resting easily where the Red Ribbon Logo once was.

_"Soo, who's bad now, Red Ribbon? I'll gladly take this tank off your hands after I'm done tearing this place apart."_ Upgrade said cockily. Every soldier was told to open fire, but that only sealed their fates. As Upgrade spun the Tank in circles, he began to fire the turrets, causing each and every soldier to scream and duck for cover... or run out of Muscle Tower entirely. Upgrade stopped the tank's spinning and fired two dual Tank Shells at Muscle Tower's Doors and blew a hole in the Weapons and Vehicles Bay, where all of Red Ribbon was now re-armed and now declared dangerous. Upgrade full on rammed the tank into the Tower, and stealthfully unmerged with it as it crashed into the soldiers. As Upgrade slowly moved towards the Elevator, Metallitron grabbed ahold of him, ready to put an end to the nonsense and chaos he's wrought upon Red Ribbon.

_"Wow, Tough guy, no wonder you look so intimidating, your dates must have told you that they won't be back for second dates, huh? hehe."_ Upgrade quipped as he socked Metallitron in the jaw, albeit it didn't phase him. "Your tactics to irritate me will not work, child. It will take more than a couple tricks to pull one over my eyes." Metallitron stated, ready to toss the Alien out the doors it came back in from. But before Upgrade could be thrown back out the doors, his body began to merge with Metallitron, covering more and more of his body in his Gooey Metal body. Metallitron was obviously not accustomed to someone trying to melt onto him, and began to furiously pull onto Upgrade, trying to rip him off, but to no avail, Metallitron fell to the ground as Upgrade seemingly merged with Metallitron. Metallitron began to then change. His shades and boots would become Black and White with Green Tech Patterns forming. Then the Omnitrix formed onto The chest area of Metallitron. **"Well, I wasn't expecting this. This guy must've been somesort of robot, explains why this guy was so bland in the personality department. Whilst those soldiers are busy picking themselves up, I'm gonna make my way downstairs."** 'Metallitron' stated, looking at himself perplexed. 'Metallitron' made his way to the elevator and pressed the -1 Button on the panel. As the doors closed, one of the soldiers made the call to one of the other Higher Ups who were on the Dungeon Floor, saying Metallitron has been either compromised or turned traitor. Either way, he's dangerous and super dangerous.

* * *

_**Muscle Tower (Underground Dungeon Floor)  
**__**8:49 PM**_

Back on the ground level, Two new Red Ribbon Higher Ups are interrogating the Prisoner known as Gedo. A male voice was speaking in an obviously bothered tone. "Now come on, bucko, either tell us where he went, or we're gonna-" The man was shut up by a Light Violet Haired woman, who put her hand on his mouth to click on her Radio. "Ok you spineless excuses for fodder, what are you blathering on about?" The woman stated irritatedly. _"It's Metallitron, Ma'am, He's either gone rogue, or somehow that kid Hacked into him and is making him fight for him! I Repeat, Either Metallitron has been Compromised, or Metallitron has gone Traitor, Ma'am! He's on his way down to get Dr. Gero's Boy!"_ One of the soldiers exclaimed as the radio call was stopped. The woman was confused about so little things that could be considered an actual problem... but this was something else. "Gah! God damn it, Violet have you lost your mind?! What was that call about that was so important to shut me up?! General Blue wants us to get results and answers on this so-called shapeshifter that escaped-" "Metallitron's been compromised and he's coming down here to get our interrogated fellow here. We need to prevent this, since we're already down here. Now stop flapping your jaw, Silver. And help me out with a precaution in case he breaks out of his restraints." Violet stated sternly. Violet and Silver proceeded to knock Gedo down on the floor, as he was restrained to a chair, restricting more of his own form of mobility. "Ha! Good thinking. Don't go nowhere, not like you could... or ever will after this is all said and done." Silver stated.

From the inside of the Elevator itself, Upgrade seems to be conversating with the original Metallitron in his head, as both voices seem to be coming from the same body. **_"I... w-will not... help you... a-any fu-further... than y-you... alre-ready fo-forced me to... Child.."_** Metallitron struggled to say. _"Then why not try fighting me to get back control? Why let me merge with you? Also, YOU ARE A ROBOT?! I'll ask for more on that later... Here, I'll let you have some wiggle room to talk, since this is my first time controlling other sentient_ machines." Upgrade then did something that caused a beeping sound to occur, and the body suddenly beeped in correspondence._ " There, now you can respond without feeling like your answers are feeling forced out of you. Now once more, Metalhead, Why not fight against my attempt to control you, rather than just let me control you for the time being?"_ Upgrade asked. Metallitron seemed to hesitate, then sighed.

"Allow me to explain to you, Child, on why I do what I do. I was made by Red Ribbon to be the best of the best. When I proved myself to be worthy of a title, they gave me the role of Major, I command all those who oppose me or dare question me on my floor. The 2nd floor. I was programmed to combat everything... everything until you came along. Word got out to every Red Ribbon Base on the planet that A shapeshifter was now in the custody of Red Ribbon in General. I would've rather settled you to be a proper way to test all I've been programmed to do, to test myself and be better. If I cannot best a lowly child... I am of no use to be apart of the Army... let alone even be recycled to be re-purposed. When you showed up, I was curious to see all that you could do, how I could best you... now that I've seen more of your abilities... and experience one of them first hand, I realize that I... am not going to be better than this... The numbers don't lie, you and your forms best me in every way, and the device that allows you to do these things... This... Device... It's very powerful... Too powerful... for Red Ribbon... I overheard one of the Doctors talking about what they would do with your device's mass amount of power. Chaos, Destruction, New World Order... Most prominently... Galactic Conquest..." Upgrade took note of that last idea... Galactic Conquest? Bit ambitious. "If your device really came from the cosmos... I recommend you don't ever let it fall into Red Ribbon's hands... As far as I'm concerned... You came fro-from Sou-South City? It... may be long gone... The buildings stand... but there will be no one there... No one... but monsters remain..." Metallitron explained. Upgrade was speechless, but understood where This Japanese Terminator was coming from. He was absolutely curious by what Metallitron meant by what he said... Only Monsters remain in South City? What was that supposed to mean? What did Red Ribbon do to its inhabitants during his imprisonment?!

By the time Upgrade could ask such a question, they managed to get to the Dungeon floor, where door would not open up. "It would seem Colonels Silver and Violet are expecting us. Listen human, do you trust me?" Metallitron spoke. _"All depends, can you tell me one thing that gives you the right to be trusted?"_ Upgrade asked cautiously. "Affirmative. You wish to know how to get back home, Not South City... But somewhere else entirely... I recommend you find 7 Orange Spheres that Red Ribbon has been after for awhile. **The Dragon Balls.** They grant the user one wish if you obtain all 7 of them and summon a supposed deity from the orbs and ask it for anything. For example, I could wish to be human, and it would be of no problem.. It could be powerful enough to send you home." Metallitron stated. Suddenly, Upgrade remembered the Orange orb that he used to kill one of the mutants Animo had made... That was probably one of them! He now had a reason to go back to South City... to not only help South City as much as he could with whatever had occurred in his absence... but to also get that Dragon Ball he left back at his camp. _"Okay... that proves something, at least. Do you have a plan for how we get Gedo out?"_ Upgrade asked. "I would recommend ramming down the door and tossing Violet and Silver into the Elevator, and send them back to the grunts awaiting up top. I will follow them to make sure they don't come back down to try and get the jump on you. We'll meet again... Child. Hopefully... On better terms." Metallitron explained.

Metallitron proceeded to ram down the Elevator doors, busting them open, and charging full speed to the surprised Silver and Violet. Metallitron had knocked the two into the wall, knocking Silver out unconscious. Violet gets up, and tries to throw a punch, but Metallitron catches it and pushes her into the wall, slightly cracking one of her bones and the wall behind her. Metallitron grabbed both Silver and Violet and threw them into the Elevator, and pressed the 1 Button on the Elevator. Though the doors no longer worked on the Elevator, it went up after some time, allowing Upgrade to leave Metallitron's body and to be enveloped in a Flash of Red Light, changing Upgrade back into Ben. "Phew... Just in time, too. Okay, you free Gedo and get him up to speed, I'm going to see if there's an alternate way out... or a secret exit or something of the sorts." Ben stated, checking the other cells for anything. Metallitron proceeds to rip the restraints off of Gedo like it were nothing, and help him up to his feet. "Kid, why did you- How did you... What exactly Are you?!" Gedo asked in confusion. Ben looked at him and just smiled confidently. "I'm Benjamin Tennyson, but you can call me Ben. I'm getting you out of here, and Metalhead here is helping me get you out. And speaking of a Way out, Aside from where we came, I have no idea how to get out of here. And the watch needs time to charge back up before I can turn into any of my other aliens. Anyone here got an idea? Besides the way we came or surrendering?" Ben asked. it wasn't long till the Elevator gave way and a couple soldiers came crashing down, surprising the 3.

One of the soldiers accidentally pulled the trigger of their gun and fired a couple accidental rounds. Ben wouldn't have enough time to dodge the bullets and Metallitron wouldn't have made it infront of Ben in time. Ben's life flashed before his eyes... but not until the bullets hit their designated target...

_That is... if Gedo hadn't blocked the bullets head on._

Ben opened his eyes to see Gedo holding his sides, coughing a bit, and wincing in pain whilst the back of his Orange jumpsuit was becoming more and more red by the second. Ben was shocked, speechless and on the verge of crying. He went through all of this, not so Gedo could die... but so that he could free him and get him somewhere else he'd prefer to be at. The rescue mission just went awry with a simple sacrifice. "Gold!" Ben exclaimed, trying to catch him and keep him perched up. Metallitron is using one of the Elevator Doors as a temporary shield. "We are starting to be overpowered. We need to leave, Now!" Metallitron said keeping the shield up, guarding Gedo and Ben from gunfire. "G-Gold! Why did you do that?! I was trying to... to save you! Why did you risk your life for a kid you just met hours ago?!" Ben asked frantically, letting a few tears escape his eyes. "I... I could ask you... The same thing... You're a crazy Kid... But... you obviously have the best interests... at heart." Gedo said with a confident smile on his face, as a small trace of blood laced his bottom lip. "Hang tight, we're gonna get out of here... We'll get you medical help, we can... w-we can... we-" Ben was interrupted by Gedo putting his hand on Ben's shoulder. "K-kid... don't... d-don't give up... I-I'll be f-...fine... I... don't know... much about you... But... I do know th-this... Y-you... have... p-... potential... Don't... waste it... on Red Ribbon...Ooohhhh... Ohhhh f-... Man... is th-this... w-what it's like... to be out in the cold...? No wonder... I... feel... a... a-a sudden... chill..." Gedo said weakly. Gedo's hand on Ben's shoulder begins to fall and get cold. The red on Gedo's jumpsuit starts to spread more and more, as his suit is getting very covered and stained in Red Splotches. Gedo's head falls to the ground as Gedo lets out one final breath... And just like that...

_We see Ben finally lose his composure..._

Ben is crying hopelessly, crying like he had lost his family a second time... crying like he finally saved someone who didn't want to be here a second more... and he died here... Ben begins to reflect on those who had killed his grandfather and his cousin... The men and woman in Armor. They had Monkey Tails. Red Ribbon and most of its staff didn't, but they killed without any regard. Ben begins to get angry and enraged. Ben can feel his lips quivering in rage, channeling this Rage mostly into his fists, feeling an odd but empowering sensation within him grow and grow, until he finally started growling. Ben gets up on his feet and grits his teeth. He wipes the tears from his eyes with blood stained hands... blood from Gedo's wounds... Ben opens his eyes widely to reveal that his Green eyes had now small and barely noticeable traces of silver. Ben's spiky and messy hair began to spike up more and wave in a nonexistent breeze. An interesting Red Aura suddenly flares around Ben's body, making Red Ribbon stop its gunfire, and fear the power they unleashed upon themselves. "Oh hell... Back up, Back up! GET US BACK UP TO THE FIRST FLOOR!" One of the soldiers panicked. The sheer force of Ben's aura was enough to leave foot sized indentions in the floor he walked on, which was comprised of Liquid Metal mixing with Concrete Mix. Ben was ready to go on a frontal assault and wipe Red Ribbon out with a single punch. Ben, now personally face to face with the panicking Soldiers, muttered only one word.

_**"Suffer."**_ Ben said viciously. With that, Ben reeled his fist back and slammed his fist into one of the soldiers. The force of the punch was so incredibly powerful, though the soldier will suffer Spine problems, and will need a new Pancreas and a new Bladder, the Soldier was forced to be lodged into the wall behind him, which was nothing but pure concrete. The other soldiers whimpered in fear of this kid, this one kid, who at first seemed like a shapeshifter... now seemed to be much... much more. Ben glanced at them, and they could feel the intensity coming from his gaze alone. Metallitron was able to take them by surprise, locking them all up in the cells. Metallitron was looking at Ben, scanning him, and judging by the notable error in his built in scouter, for some odd reason, it couldn't calculate a number. "Benjamin, are you-" _**"We leave now. And give him a burial at South City. I will not leave his body here, you will carry him. He saved my life, I want to give him a PROPER send**__** off." **_Ben said trying to supress his rage. After an hour of nothing, Ben begins to jump on each side of the open elevator shaft, venturing up it back to the surface with Metallitron climbing right behind him, carrying Gedo's lifeless and blood-stained body.

* * *

_**Muscle Tower (1st Floor)  
**__**9:25 PM**_

As the two get back to the first floor, they see Silver and Violet with a few Red Ribbon Drones ready for a fight. "Nowhere to run, brat. Your shapeshifting tactics aren't going to get you out of this. Any last words, for either of you?" Silver said confidently. Ben said nothing. His anger stayed the same, and he only said one phrase to them, that signified that Ben did not care about them, at all.

_**"You are in the way. Move, or I will make you. I won't ask twice."**_ Ben said viciously. While his Aura and power had died down, Ben in his human form still stood to be an unstoppable force, and Red Ribbon was supposed to be the Immovable object... how unfortunate that the Immovable object will soon be moved to hell. Ben stepped forward for the drones to scan his power level, but the drones suddenly blew circuits, crumbling and twitching. Silver and Colonel were intrigued by what this kid could do, besides transform... could he actually fight? "Well brat, you are lucky, I was lookin' for a good brawl. Tell ya what pint size, you win, I'll let you and Metallitron walk out of here Free men. You lose, you join Red Ribbon. What do you say, ki-" Before Silver could continue making a deal, Ben grabbed his head, Growled angrily and forced his face down to his knee. He Yelled Angrily, making the entire Building shake, and then tossed Silver to the other side of the room, with him holding his nose. _**"I won. Now get out of my way. NOW."**_ Ben stated angrily, getting impatient that they were getting in his way of wanting to give his friend a proper burial. Violet went from intrigued, to now full on curious. How did a 7 Year old Kid whoop Silver all on his own?! This kid made no sense, no sense whatsoever. "*ahem..* I believe I was... getting out of your way?" Violet said, trying to keep her composure and not show a sign of fear. As Metallitron walked out of the Muscle Tower, Ben followed not too far behind, and turned to Violet. _**"Meet me again, after I let you live... You won't leave alive."**_ Ben stated as he walked out of Muscle Tower with Metallitron. Silver weakly got up towards Violet. "Why the hell aren't we going after them!?" Silver exclaimed in confused anger. "We have enough messes today to clean up... Commander Red won't be pleased to know one of our Androids went rogue... and helped the Shapeshifter... But unless you want to go another round with that kid... I'll prepare you a headstone. Something tells me this won't be the last time we see that kid... or that watch of his." Violet explained, closing the gates of Muscle Tower as Metallitron carries Gedo's body on one shoulder, and Ben on the other, who's mysterious untapped power has now gone back to being untapped for awhile.

"Benjamin." Metallitron said. Ben looked down at Metallitron, puzzled. "Wait, we're out? How'd we end up out here so fast, Metalhead? huh, you work fa..." Ben's words got caught in his throat as he saw what had happened to Gedo, and Ben felt himself choke up. "Wh-wha-whaat just... H-how did he-" Ben was choking on his words, as tears were starting to form again. "He sacrificed himself to keep you alive. had you been in any of your alien forms, except the small amphibious one you call 'Grey Matter', you would have lived and tanked the fire, assuring he was still alive. When he died, you unlocked somesort of hidden power within you... It seems to only come out when your anger and frustration is at its last limit. We walked out as 'free men' when you KO'd Colonel Silver with a single knee to the face and tossed him into a wall. Broke his nose... and his pride. Violet is now aware of the power you have, and will attempt to stray from our path as much as she can... but eventually, in the future... I can tell we will meet again... whether it is Me and Violet... You and Violet... or if its you and me. You have shown me that despite all that I was made and programmed to do and be told to be... I can change and make a name for myself." Metallitron stated, with a semi-noticeable smile. "Though I'm not fond of your nickname for me, 'Metalhead', I can learn to be associated with the name. Next stop, South City." Metallitron stated.

* * *

_**Meanwhile, Back in Ben's old Universe...  
**__**Earth**** (Destroyed)**_

"Lord Vilgax Sire." A Sly and wispy voice calls out. An alien with a shark like fin on its head, and a Black Robe with Gray Mechanical bits on it bows in the presence of this 'Vilgax' guy. Vilgax is a Bipedal Cephalopod-like alien warlord who's conquered planets and done so much, only for his ultimate prize to be whisked away to another universe. **"_Speak, Psyphon. I don't have all day._"** Vilgax said dully, bored out of his mind.

"The Omnitrix, Lord Vilgax... We may have found out what happened to it, before Earth exploded under your great and mighty power, sire." Psyphon explained. This peaked Vilgax's intrigue and got his attention.

**"_Where is it, Psyphon? I trust you'll tell me what I want to know._"** Vilgax said sinisterly. "I-Indeed Lord Vilgax... We found it, but... there seems to be... a problem, sire." Psyphon said weakly. **"****_Who keeps the Omnitrix away from its one true Wearer, Psyphon?! Tell me, NOW!_****"** Vilgax demanded.

"It's on Earth, yes... but not OUR Earth, Lord Vilgax. it would seem that... someone... or something whisked away the Omnitrix to a Neighboring Universe... Unfortunately, the signature is so faint, its almost impossible to track... sire." Psyphon stated bleakly. Vilgax said nothing for about an hour. "S-s-sire...?" Psyphon cautiously asked his lord. _**"Set coordinates for Galvan Prime. It's time I got an answer... from the Creator himself."**_ Vilgax ordered.

"Yes, Lord Vilgax." Psyphon said, bowing his head before Vilgax. As Vilgax's minions and Psyphon input the various codes, and turning the ship around, Vilgax makes his way to Galvan Prime, to get an answer from the Creator.

_**"As our Hero escapes Muscle Tower with an enemy that became a friend, and seeing one of this world's nicest people sacrifice themselves to save Ben, our Hero taps into an undiscovered power, and shows Red Ribbon that he is a force to be reckoned with... or not at all if you value your life wisely. As our Heroes now make their way back to South City, where supposed Monsters are now about... And now that Vilgax is finally going to look for The Omnitrix's original Creator... What will happen next?! Will Ben learn to control this new power? Will Vilgax finally find his way to this Alternate Universe to claim his Ultimate Prize? What will be Ben's next big move?! Find out Next time... On BEN 10: Journey Back Home!"**_

(And that does it for this chapter, and HOLY HELL! This was lengthy. I tried to cram in as much as I could into this chapter, and I think I did a fine job on doing so. There could be a few scripting errors, but oh well. Can't make an omelet without cracking a few eggs, right? Anyways, Ben's power. When it comes down to it, all of you Power scalers, calm your tits and stop lactating your knowledge onto or into me when I obviously don't consent, I know how powerscaling works, I'm just doing my own calculations, so just calm yourselves and harass someone who gives an actual shit? Okay? fantastic. To the rest of you who are reading this, Thanks for reading, if you got this far. I'll be making more lengthy chapters in the future, and this story will go on for as long as I can, and I did make my own alteration to History, by making Metallitron turn over a new leaf. I like to make changes as I go, so don't give me too much crap about how NONE OF THIS FAN MADE STUFF happened in the actual show's canon timelines or realities. That's why Fanfiction exists, to play with the rules or shove em up someone's ass because we don't like the rules. Anywho, with all that being said, This was more or less or exactly a 2 part Mini-Arc, which is essentially the Hero's Awakening Arc, which is Ben tapping into more of the Omnitrix's power, and unlocking a power of his own. Ben will struggle more as the story goes on, so don't you worry a hair on your heads, I'll give Ben more proper motivation in the future. Meanwhile, Next Chapter will contain another Mini-Arc, known as The Cirque De Freaks Arc (Ben 10 Fans should recognize this instantly). Anyways, I'll see you guys in the next chapter! Buh Bye!)


	7. A Frozen Venture! The Cirque De Freaks?

**_Mission Log: #53_**

**_I have finally made it to this backwater planet... supposedly known as... Earth. If the Cold Family see it as fit to enlist me, and my 'comrades' to find this mysterious device that radiates an immense power, then our time on Earth will be nothing but short. Whilst Six Six is busy pre-preparing his weapons, Kraab is making himself useful by piloting MY SHIP to where the last known power surge from the device was last seen... Supposedly, it is this... Muscle Tower location... I do not know who these fools are, thinking they can stand a chance against us... But they'll die as they lived... fools. This was Tetrax, Signing off... END LOG._**

* * *

**_Holly Plain_**

**_7:44 AM_**

As our 2 Heroes venture on through the cold climate in the Holly Plains, they can really feel the cool air brushing through or onto them, More specifically, Ben can really feel the freezing cold air. "Benjamin, if you dare persist through the cold without proper warm equipment, or using Heatblast, you will inevitably freeze solid. I recommend we stop and take a break." Metallitron stated, stopping in his tracks. "Easy for you to say, you are an Android, and feel no backlash. Besides, if push comes to shove, I'll probably need the Omnitrix's power if anything possibly comes up." Ben said, rubbing his cold arms with his colder hands. As the two began to press on, they heard a feminine scream echo through the skies. "Someone is in need of assistance. We may be the only help for miles. Lets go." Metallitron stated, turning to the tall looming mountain. "Well, we can't leave him here, he'll be an icicle by the time we get done and come back!" Ben stated. Metallitron proceeded to punch into the mountain, creating a small cave like hole, placed Gedo's body inside of it, and made a quick fire with what dry sticks and leaves were around. "This will keep his body at a stable preservation level, thus we are free to go and help whoever's in need." Metallitron stated. "Always gotta compromise, don'tcha. Alright, fine. It's Hero Time!" Ben exclaimed slamming on the Omnitrix.

**_[_**_Ben's body began to tense up and grow, as the brown hair on his body grew more and more on his body. He began to grow sharp underfangs on his bottom jaw as the hair on his body began to turn into an orange color. His eyes were covered in hair, but the side of his furry neck grew 3 gill like slits. The Omnitrix began to form into a Shoulder guard on his Left Shoulder. His regular nails grew into claws. The Alien got down on all fours and Roared. The Transformation sequence ends._**_]_**

The Huge Alien Canine snarled, and looked over towards Metallitron. "What are you suggesting?" Metallitron asked. We soon cut to Metallitron riding on the back of said Alien Canine, or as Ben calls this form, Wildmutt. Wildmutt constantly digs his claws into the rocks as he scales the slick and rugged side of the mountain, constantly tracking the screams for help.

* * *

**_Northern Mountains Peak_**

**_8:22 AM_**

At the top of the mountain, a little girl is frantically backing away from a pack of White Wolves, snarling as they got closer and closer. The little girl looked behind to see she was almost on the edge, and made one last attempt to scream. "SOMEONE HEEEEELLLPPPPP!" The girl screamed. Suddenly, like an answer for her pleas, Metallitron and Wildmutt appeared on the scene, landing between the wolves and the girl. Metallitron looked towards the wolves and jumped off of Wildmutt's back. "You handle the wolves. I'll guard the girl." Metallitron stated cracking his knuckles. Wildmutt snarled and unleashed an echoing Roar towards the wolves, who then began to flee back where they had come from, running back down into the snow. "Do not worry, you are out of harm's way. Come with us if you want to live." Metallitron said, gesturing his hand to hers. The girl grabbed his hand and walked back to Wildmutt.

Wildmutt whined that there wasn't much of a fight, but the girl seemed to appreciate their help. "Thank you for coming to my aid... The snow gets real bad up here and I nearly got attacked by those big wolves. Could've sworn that one of them was on its hind legs, running like a madman." The little girl said, brushing off the snow from her jacket. "I'll be rather surprised, I never saw a dog like this before. But it scared off that nasty pack of wolves, so I'm thankful. My name's Suno, I come from Jingle Village." The girl introduced. In a sudden flash of Red light, Wildmutt was replaced by a shivering Ben. The girl obviously jumped back in surprise. "G-Good gracious me! Y-you were that big ol' dog this whole time?!" Suno asked in confusion. "Yeah, I was... um... A-any chance you got a spare coat on ya or something? I'm freezing my butt off." Ben asked blowing air onto his freezing hands. "We need to get back to the bottom of the Mountain. We may have to take the path, instead of the shortcut." Metallitron stated, pointing at the path leading down, then gesturing to the edge of the path, leading far down to the holly plains. Ben and Suno walked beside Metallitron down the slick and icy path.

As Ben, Suno and Metallitron brave the dangerous Icy path down the mountain, an armored individual spies on the 3 from afar. It wore a Black mask with 4 Purple Tech Lines intersecting towards each other in an X like shape. It wore a Mechanical Purple Suit and had unpainted Metal claw fingers. It pulled out an alien weapon of sorts, resembling a Hunting rifle with an odd laser looking attachment to the barrel. The individual looked through the scope and began holding down the trigger. As the weapon began to charge, The individual zoomed in on his targets. A Muscular Male, wearing Red Ribbon's signature Logo, A human female, child... and The boy... wearing the very device he and his comrades had come this far for. **_"Crystal Wall to Number Shot, I found the target... seems that the device is real, and in the possession of a Human Child. Over."_** Tetrax stated. A compilation of gurgles, growls and snarls came from the other end, indicating that SixSix was talking in his native tongue. **_"I understand that, but a Child... A CHILD, you damn Sotoroggian, has it... There's been enough bloodshed on these missions... We'll extract it when they are exhausted. Over and out, now moving back to the ship."_** Tetrax argued. Tetrax slowly moved backwards and ventured down the mountain.

* * *

**_Holly Plain_**

**_10:34 AM_**

"Ben? A-are you sure?" Suno asked worriedly. "I'll be fine... ju-just need a fire going... and some sleep.." Ben stated, yawning and shuddering from the cold and the long walk. "I have already prepared a fire pit back where we left Gedo. We can easily get to it and begin figuring out how to get you home, young lady." Metallitron stated. "W-well... E-even if w-we go back t-to my village... We... w-we might get into tr-trouble." Suno slowly began to mutter under her breath. "Define Trouble." Metallitron stated. "My village... Jingle Village.. its being watched over... by some military group... they are really terrifying... not to mention rude..." Suno explained, covering her face. Ben had a hunch, but he took a good guess on what military force could be watching over Suno's home... and he was starting to get angry. "Metalhead, we need to help them. We can't let this problem go unsolved, and I'd rather be dead than ignore people suffering." Ben said, stomping his foot into the ice and snow. "Understood... new objective acquired: Save Jingle Village." Metallitron stated. Suddenly, out of nowhere, there was a trembling feeling beneath the three, as something was noticeably burrowing through the ground. "W-What's going on?!" Suno exclaimed, holding onto Metallitron. Suddenly, the ground beneath their feet began to give way, causing the three to fall into a 17 ft. Hole.

Metallitron grabs Suno and forces his free robotic arm into the dirt wall, slowing the descent, whilst Ben, having not enough time to activate the Omnitrix, falls to the ground, with a squishy sound echoing from below. As Suno and Metallitron get to the bottom, they see Ben wiping some of the mud and debris off of his clothes. "Ben, are you okay? Are you hurt?" Suno asked. "Hurt? No, surprisingly. Mad that my clothes got a much unneeded Mud covering? Absolutely. Whoever or whatever made this hole, When I find them, they are gonna regret messing with Benjamin Tennyson!" Ben stated angrily, wiping a small bit of mud off his face. Ben looked around, and noticed that the Hole wasn't a single hole... There was a tunnel leading downward. "Something's probably down here... We need to get out of here and find help!" Suno said clutching onto Metallitron's jacket. "We can't let whatever's down here hurt anyone else who comes here, if anyone will at all. Besides, I was disappointed by the wolves not even fighting back... this will make up for it!" Ben said cockily. Ben twisted the dial on the device and selected the icon for Fourarms. Ben pressed the dial up and slammed it down, enveloping Ben in a Bright Green Light. In Ben's place was not Fourarms, but Diamondhead. **_"DIAMONDHEA- Diamondhead? Uh... Oookay, this never happened before, hopefully this doesn't become a thing later.. Either way, I'm going on a hunt. Metalhead, protect Suno at all costs."_** Diamondhead proceeded to run down the tunnel, forming his left hand into a hand and his Right hand into a shield. "Ben, Wait!" Suno called out. "Do not follow him, He can handle himself. We need to focus on getting out of this hole." Metallitron stated, looking up at the morning sky.

From above the hole, Tetrax and SixSix look over at the hole from a distance. **_"Kraab that Bastard, he sent us out to scout and observe so he could get that kid all to himself! Let's make a move and share the prize amongst the both of us, and say Kraab got himself killed."_** Tetrax stated, pulling out a scanner. The Omnitrix's symbol was moving through the tunnel, right towards a Red **?** Icon moving at lightning fast speed, seemingly going deeper into the ground. SixSix made some slightly worried noises and Tetrax could even tell that whatever that was... _Wasn't Kraab._

* * *

Back inside the hole, Diamondhead was venturing through the many corridors of the underground, and constantly felt a creeping sensation grow, like something was... stalking him. Another thing he noticed was that the tunnels showed no noticeable forms of support, but they seem to be holding together perfectly with no problem. **_"Hmm... Judging by how these Tunnels are still standing, including the roofs of them. which have not crumbled over me yet, whatever's down here... must also be somehow supporting the tunnel system."_** Diamondhead stated. Suddenly, a squeak echoed through the tunnels, causing Diamondhead to fire a Diamond shard out of reflex and instinct. Surprisingly, Diamondhead hit something, except it wasn't something alive. It was a horn, one of those clown horns, nailed to the dirt wall. Diamondhead began to feel unsettled. **_"I'm gonna be really frustrated if I keep finding Horns."_** Diamondhead said, gritting his diamond teeth together. From behind him, came a very Audible skittering sound, like something was crawling on all fours really fast. Diamondhead quickly turned around to see a trail of Colored Rags, from Yellow to Red to Blue to Green to Orange To Violet. Diamondhead picks up the tied up rags and pulls hard on them, showing a tied up Red ribbon soldier, with clown makeup painted on his face. Diamondhead didn't feel worry, just aggravation.

Diamondhead proceeded to march towards the soldier and undo the binds and gag, and proceeded to slam him onto the floor. **_"If you Red Ribbon punks keep crossing my path, you are eventually gonna meet your fate by the business end of my fists, you hear me?"_** Diamondhead said sternly at the soldier. Though the soldier said nothing, his eyes were fixed on something to his left. Ben turns his head in the same direction, and sees a jester-like person, with spiders painted on his face. His smile stretched from ear to ear, grossing out the crystal hero. Diamondhead turned around to the Soldier, to see that he was now smiling, with the RR symbol painted on his face, and his uniform becoming more and more clown like. Diamondhead began to back away quickly, enticing the jester to walk towards him, arms stretched to the sky, and to Ben's surprise, 6 more rose up as well. 4 more smaller eyes opened up on the Jester's face as it chuckled quietly and let a drop of a green fluid escape its wet chuckling mouth, burning the ground beneath it. Diamondhead wasted no time by crystallizing the soldier back onto the wall, and forming his hands into Crystal Mallets. **_"Okay funny man, lets see which one of us has the last Laugh! I'm gonna enjoy breaking your Funny Bones!"_** Diamondhead exclaimed charging at the Jester. The Jester charged at him in response, all 8 arms ready to fight, his teeth now changing into fangs.

* * *

_**6 Hours**** Later...**_

**_Holly Plain Campsite_**

**_4:32 PM_**

Metallitron and Suno find their way back to where Gedo's body was stashed away and go to the fire pit so Suno can warm up by the fire, and Metallitron glances back at the Hole they came out from. "Something is not right. Benjamin should've been back by now... Suno, stay here, I'll be ba-" Metallitron was interrupted by Suno shrieking. Metallitron turns around to see SixSix and Tetrax sitting infront of the two. **_"Hello Earthlings. We are not here to fight, but negotiate a temporary truce... against a common threat."_** Tetrax stated. "I do not recognize who you are, but your genetic composition is similar to Benjamin's form he calls 'Diamondhead'. Explain." Metallitron stated curiously, guarding Suno. The helmet on Tetrax's suit began to retract, showing a gristle Diamondhead. One of the eyes was scarred beyond compare and there was a literal chiseled tuft of facial hair on his chin. **_"Let me introduce ourselves... I am Tetrax, a bounty hunter who is on a current job to take the device on your friend's wrist. This is SixSix, a Sotoroggian Bounty Hunter who is not the talkative type... especially since you can't understand his native tongue."_** Tetrax said, gesturing to SixSix. "Why do you wish to make a truce?" Metallitron asked. **_"Because there's a creature down there... a monster beyond our understanding... It has one of our associates, and a few human soldiers from the base behind us... It might also have your friend."_** Tetrax explained. Suno didn't know what to think of any of this, but she didn't want Ben to be hurt too badly... or to see the monster attack Jingle Village. "You got a deal." Metallitron stated, shaking Tetrax's hand. The four venture towards the hole as Tetrax and SixSix jump straight to the bottom. "Stay here and stay out of sight... It's too dangerous. Don't worry... I'll be back." Metallitron stated, jumping down the hole as well. Suno looked down the hole, and back at the fire pit, and knew what she had to do.

* * *

**_Tunnel System (Monster Nest)_**

**_5:20 PM_**

Ben wakes up and sees that he's trapped in somesort of multi-colored sticky string case. Ben repeatedly punches, kicks, claws and even bites against the stuff, but nothing seems to be piercing the first layer. Ben looks at the Omnitrix, and sees that its fully charged. "Alright, getting out of here!" Ben states slamming on the Omnitrix, transforming into one of his aliens.

**_[_**_Ben's body begins to become paler and scalier, and more fish like. His Bottom jaw began to bloat until His regular teeth became Sharp jagged teeth from an Angler fish. His eyes dilated to the point that his pupils and iris were not visible, leaving pure blue-grey in his eyes. His hair began to change to an Algae Green color and become more fin like, sprouting from his back, arms and legs. An Angler Fish Lure then sprouted from the alien's forehead. The Omnitrix formed on the Alien's Left Pectoral. The Creature struck a basic pose as the transformation ended.**]**_

_"Riiiipjaaawwss!"_ The Alien called out in a gurgling raspy voice. Ripjaws proceeded to chew and claw his way through the 'string' until he found himself surrounded by even more of the stuff, holding more and more people inside cocoons of Silly string. _"And here I thought Stinkfly was disgusting, whatever made all of this took Stinkfly's title of being one nasty freakazoid."_ Ripjaws said aloud, looking at each person in their cocoons. Civilians, random hikers, Red Ribbon Soldiers, People with oddly familiar looking parkas... And even people he knew from South City were in trouble. The girl he met, Julie, was strung up in her cocoon, and is just now trying to escape. _"Hey, Yeah you, Lady! Mind if I give you a hand?"_ Ripjaws happily offered. Julia looked down towards the alien Fish thing, and oddly enough, though she feared it, and its possible involvement with what nabbed her back in South City, she didn't try to get it away from her, instead she stopped struggling altogether. Ripjaws climbed his way up, his sharp dual nails on his toes cutting the cocoons slightly as he maneuvered to Julia, who was slightly irritated and maddened by his presence.

"You seem a bit out of your element, deserter... some hero you and your oddball pals turned out to be, leaving us at the mercy of those military psychos and... a monster..." Julia trailed off, as her fear began to transform into a familiar form of fear and terror, as she recalled the horrors that transpired days ago when Ben was defeated...

* * *

**_South City (Ruins)_**

**_6 Days and 5 hours Ago..._**

**_12:20 PM_**

Julia runs through the horde of panicking people, and sees so many of them smiling creepily and dressing up like they belong in a freaky circus type place. As Julia continues to run through the streets, she constantly looks above to the crumbling rooftops, seeing 3 'people' following her from above. Julia makes a quick sprint to the slowly moving Red Ribbon tank, only to see it start to pick up speed and leave her in the dust. Julia waves some of the dust from her face away and notices that she's completely surrounded. All of South City had been turned into creepy Clown Zombies, saying only one thing that creeped her out... and reminded her of her Ben. _"Coome oooonee... Comee Alll..."_ The Clown Zombies moaned through their rotting toothy smiles. Julia remembered how much Ben had hated the hell out of clowns, even during his final hours, he refused to see a single clown... As a matter of fact, she hasn't seen that kid ever since Red Ribbon came to cause havoc... Julia proceeds to get down on her knees and pray for the kid Ben's safety as the Clowns surround her, and restrain her with Silly string, rope and Tied up Handkerchiefs. The 3 'people' that followed Julia had proceeded to make their way to her, slowly revealing themselves to show that there was apparently 2 more of them present.

The most notable of the 5 was a huge hulking behemoth of a clown with a thumbnail growing from his Forehead. "Stupid lady try to run, how dumb she think we is?!" The hulking brute stated. _"Oui Oui, Thumbskull... Ze woman here looks prime and ready for ze boss, despite having to put up a real struggle,_ _no?"_ A French voice called out. From behind Thumbskull was a robed Harlequin who was juggling tennis balls and bricks without even touching them. From underneath her mask seemed to be what Julia thought was a literal third eye. "Pfft, who cares? As long as the boss is happy we got the girl, I'm sure it won't matter once he truly has her." A sassy feminine voice spoke out. The woman who spoke out was a Woman in a Full black Onesie Unitard, wearing Red, Black, White, Green and Purple Arm and Leg length Gloves and Stockings with Wavy and unexpectedly long Red Hair. **_"You must be INSANE if you think she's ready... look, she's scared to death! Remember what the boss demanded? The literal OPPOSITE of that! Call me Picky, but I'm a Freak with some semblance of whatever's left of my own Standards!"_** Another voice called out. A Jester-like person, with spiders painted on his face. His smile stretched from ear to ear, and to top it off, he had 6 more Arms and 4 more eyeballs showing through his face paint. **_"_Good god, does it really freakin' matter? Frightwig, wrap her up. Arachnula, Reinforce her bindings. Mitsy, use your mind magic to hold her still during her binding process... Thumbskull, you know your job, carry her to the re-satisfactor hive... It's a ways away, but you'll make it. Arachnula, Thumbskull will be helping you in case things get... 'complicated', alright?"** Another voice had spoken out. A Balding, Rotting fool with a gaping maw with rotting teeth and putrid breath, plus a realistic looking lazy eye. "Of course, Acidbreath does literally nothing... you are truly a piece of rotten filth, but I bet you enjoy being called that, considering you are what you eat." Frightwig remarked. Julia tried desperately to get out of their vice like grips, but she can't seem to.

* * *

**_Tunnel System (Monster Nest)_**

**_A Day before Ben discovered the nest_****_..._**

Julia starts to sob as she struggles against her restraints and tries desperately to kick the cocoon she's stuck in open. "NO! I WON'T JOIN YOU... Y-YOU... YOU CIRCUS FREAKS! LET ME OUT NOW OR I WILL TEAR MYSELF OUT OF HERE MYSELF AND RIP YOUR PITIFUL EXISTENCE A F- MMPH!" Julia's fit of rage was cut short by the Jester creature closing her mouth with more Silly String webbing, then reinforcing her bindings, leaving her to just finally be quiet.

**_In the Present..._**

Julia begins to shake as she can't even comprehend on everything else that had transpired, and she finally broke down in the Bipedal Fish Alien's Arms. "W-why... Wh... *hic*.. Where were you.. *sniff* When we needed you or one of your stupid friends!" Julia said in-between sniveling and crying. The Alien hero couldn't begin to comprehend any of this without destroying this hive place, then getting answers after. _"Time to stop the waterworks, I'll get you and these people out of here."_ Ripjaws states. As soon as he said this, a creepy chuckle came from above the two, revealing Arachnula, the Spider-Jester, smiling ear to ear creepily. Ripjaws lunged towards Arachnula, who only zipped back up to the dark ceiling, letting Ripjaws fall back onto the stringy webbing. Julia desperately tries to keep dodging the Webbing being fired in her direction, and though she made a valiant effort, her foot ended up getting stuck as she got confident on her own skills. Ripjaws tried to force himself off of the sticky surface, and the bulb on his angler antenna began to glow profusely. A Beam of light flashed through the webbing as Ripjaws swung his head every which way. _"Now you're gonna get it, you creepy Freak!"_ Ripjaws stated, lunging towards Arachnula, tussling with the Spider-Jester.

Meanwhile, Metallitron, Tetrax and SixSix are following the sings of carnage that had transpired when Ben had first seen Arachnula in the tunnels. "Looks like an obvious sign of a struggle. We need to venture deeper into the tunnels and find where it took him." Metallitron stated. **_"Understandable, seems like A Petrosapien did not stand much of a chance against... whatever was down here... seems like Kraab also didn't stand a chance. Look at the wall."_** Tetrax stated. In the wall with a RR soldier stuck to it was a Bronze-Gold Colored Device was forced into the Wall and strung up with the webbing. SixSix suddenly whipped out a pistol-like weapon and aimed down the darkening Corridor, making more threatening sounds and noises this time. "What is he saying? I don't recognize this language or dialect, so I cannot translate." Metallitron asked. **_"He's saying he might've heard something down there, but he'd be a bigger fool than Kraab to go down there without someone else with him. This means whatever's down there... will probably have the one you call... Ben. And who knows, Kraab is probably escaping as we speak."_** Tetrax explained. Metallitron, Tetrax and Sixsix ran to the darkening parts of the corridor and saw on the floor, walls and ceiling that web-like sticky string things were uprooting into the tunnel's inner workings, turning he walls into a type of resin for a hive.

Back with our Hero, Ripjaws is starting to slow down in the fight, possibly because he's a fish out of water. Ripjaws was gasping and choking a bit, but was still able to put up a fight. Arachnula seemed to be enjoying the fight Ripjaws had bestowed upon him, but suddenly pounced onto the fish alien, fangs unsheathed, ready to dine on a seafood platter from the stars. **_"How perfect, Seafood! I would've preferred something fancier... but I guess being picky will kill me if I don't eat soon."_** Arachnula stated devilishly. Suddenly, Ben saw a flashing red light from out of the corner of his eyes, and it was the omnitrix, getting ready to turn Ben back into his human form. _"No... ***GASP*** I'm... not done... yet!"_ Ripjaws said, breaking one of his hands free, and slamming on the Omnitrix. In a flash of Green Light, Ripjaws was replaced by A spectral Alien.

_"Ghooooostfreeeaaak!"_ The Spectral alien exclaimed raspily. Ghostfreak proceeds to phase through Arachnula's attempt to restrain him by his own hands or by webbing, making his efforts worthless. _"Teeellll meee, Fuuunnyy mmmaaaannn... Yoooouuu loookkk sscaaarryy... but.. do you want to... see something reeaaall ssscaaarryyy? I bet you doooooo..."_ Ghostfreak said creepily. Arachnula was puzzled, not by what ghostfreak meant by real scary, but the fact that the fish guy was the ghost guy... did this apply to the other aliens as well? Arachnula didn't have time to think on that as he focused back on Ghostfreak, who was reaching his ethereal hands on grippable parts of his torso, and looks back at Arachnula. Though Ghostfreak didn't have a mouth, you could tell he was smirking like crazy. _"Peekaboo, Funny Man."_ Ghostfreak said ripping open his torso, letting Arachnula view an unholy sight as Black and White Striped Tentacles whip and lash out at the Jester. Arachnula saw the most horrific thing in general existence, and seemed to have begun to shrink from human size, to actual spider size. As Arachnula began to shrink as he screamed in terror, the webbing holding people in place and inside cocoons seemed to rot away and go soft. As so many scared and frightened people began to escape, Ghostfreak looks at the minuscule Spider-Jester, who is now panicking at his situation. Without even a single thought or consideration of the repercussions, Ghostfreak made his hand physically tangible and squished The Jester beneath the palm of his Ectoplasmic hand. _"Down came the ghost as it wiped the Jester out... hehehehe.."_ Ghostfreak said evilly.

Suddenly, The Omnitrix began to beep and flash Red, and in a flash of Red light, Ghostfreak was replaced by Benjamin Tennyson. "Aw come on! Couldn't have turned back when I got outta here?!" Ben questioned the Omnitrix. Ben twisted the dial on the watch, only for it to shut down and activate its charging mode. Ben then realized what had transpired and turned sheepishly around to the surprised and astonished Julia, who was incapable of finding the right words to say.

"I know how this looks, but I can explain... _maybe._" Ben stated nervously. Without warning, Julia wraps Ben in a bear hug, crying out either tears of joy, worry or both. "What matters is that you're safe... and that's all that matters to me. It's good to see you again Ben, we needed you. Tell me everything, and I will try to believe it. " Julia said through the tears. Ben shed a couple tears as well and returned the hug. Soon after, the sound of metal whirring and stomping came into range, and Ben assumed it was that robotic crab thing again, and stopped hugging Julia. Ben looked up to see a Muscular man, as pale as that spider jester was, had a Fingernail growing from his thumb shaped forehead. "THUMBSKULL SMASH PUNY CRAB!" Thumbskull exclaimed. "Why do we always get these backwater planets?" Kraab stated nonchalantly. Ben looked at the Omnitrix, and saw it glowing a Bibrant Yellow color. "Now's not the time to be doing something new. I need to get that metal crab thing, and take down these freaks. I need to do it fast." Ben stated as he cycled through his forms. When he landed on the one he needed, he slammed it down and began to change in the Green light.

**[**_Ben's body began to become more slim and aerodynamic. His skin had turned into a Slightly darker Sky Blue color as his eyes were now a blinding White. His body was surrounded in a black latex like suit that developed a pointed Helmet on his head. His feet became more dual toed, and had developed literal balls on the balls of his feet. The helmet closed, revealing a Green Visor. Ben had also grown a tail. Ben's hands had become three black jagged digits. A bright white stripe went down the alien's chest, where a Gray dial with a White Hourglass would be positioned._**]**

**"**_XLR8!!!!_**"** The strange alien said before speeding up the wall in a blur. Kraab began to get an advantage over Thumbskull, but Ben wanted them both taken out. XLR8 knocked Thumbskull into the creepy dark cavern abyss, and tail whipped Kraab to the entrance of the cave, as Metallitron, SixSix, and Tetrax came in. **"Ben, do you recognize any of these people?"** Metallitron called out. **"**_Most of the people in these cocoons are from South City, some are Red Ribbon goons and some of them seem like they come from Jingle Village. Get them out of here, my job isn't done yet._**"** XLR8 stated, speeding down the Abyssal Cavern wall. Julia looked downwards as Ben vanished into the darkness. "Ben, please... Be careful."

* * *

**_Monster Nest (Main Chamber)_**

XLR8 ran and ran down the walls of the Cavern and found Thumbskull still falling. **"**_Yeesh, how far down does this go?_**"** XLR8 asked himself. Soon enough, XLR8 found the bottom of the cavern, and came to a halt and caught his breath. XLR8's heart nearly popped like a Water Balloon after catching first glance of the chamber's interior. It was like a glorified Carnival Harvest Cult down there. **"**_If I didn't have a fear of clowns then, I do now. Who are these creepy carnies and what relevance do they have to what happened back in South City?_**"** XLR8 wondered. Ben noticed the Omnitrix was flashing Yellow at an even faster rate than it was before. **"**_Well, I guess you know the way then. I'm following you._**"** XLR8 said curiously as he followed the direction that set the watch off most, which was a Funhouse style Clown church.

* * *

**"Our young hero is on the case to stop these cirque de freaks and their crazy harvesting season of innocent and not so innocent people. Will he escape unscathed and continue his journey? Will these strange bounty hunters reveal their true intentions with time? Will Suno ever return home? Find out next time on..."**

**"Ben 10: Journey Back Home!"**


	8. Crushing the Carnies! What's Next?

**To all that read this story, and enjoy the direction that it's taking, thank you. This story was in my mind since Omnitrix Z was made on my account... but it wasn't satisfying enough. Journey Back Home will be here to stay, and I will guarantee you that you will be invested every step of the way.**

* * *

As Ben made his way through the strange Carnival Cult Church, just by setting foot inside, he felt a chill go down his spine. He looked around and saw the walls were lined with mirrors. Ben maneuvered through the reflective labyrinth before finding himself near an altar, constructed out of balloons. "These guys give me the creeps, like seriously?!" Ben exclaimed. His exclamation echoed through the church and he began to hear the squeaking of Clown shoes coming his way, and ducked down behind a flipped over table. Ben looked a bit to see a dozen crazed clown people chuckling to themselves and quickly running out. Ben shuddered at that sight, but didn't linger on it anymore and kept on looking. The Omnitrix was going off like clockwork, but what exactly was setting it off?

_'Maybe if I turn into someone that can track down a certain smell, I can solve this problem quicker.'_ Ben thought to himself as he flicked through the selection of aliens he had. When Ben found the alien, he slammed down on the watch and was replaced with Wildmutt. Ben snarled happily that he finally got what he wanted again, and began sniffing the air and the ground. Nothing stood out, surprisingly, nothing except... the balloon altar. It had a rich and powerful smell. It smelt of Iron and Decay, which made Wildmutt reel back and gag in a monstrous manner. Wildmutt used his gills to get a better sense of direction, and he noticed the visible trail of that scent coming off of the altar of balloons, and saw it leading through the floorboards of the ground he walked on. Wildmutt smashed the floor open, attracting attention, and saw a huge gaping tunnel that went deeper. Wildmutt whined at this discovery, and turned to the Crazed Clowns who saw him and surrounded him. Wildmutt proceeded to tear them a new one as delicately as he could have, and jumped down the hole.

* * *

**_Meanwhile..._**

Back at the spider's web, we see Metallitron conversating with SixSix, trying to better understand and decipher his unique dialect. Kraab was getting an earful from Tetrax, and Julia was tasked by Metallitron to go back the way they came and look after Suno till they got back. **"Tell me, what is it do you want with the boy?"** Metallitron asked the hunters. "Should be plain as day, Earthling, the kid has a lot of power at wrist length, can't let him get away now that we have him cornered." Kraab stated. Kraab then got a Full on Diamond Haymaker to the gut by Tetrax. **"Ignore him, most of what he says is not valid since he double crossed me and SixSix. We were hired to extract that device and deliver it to our employer... but unlike Kraab and SixSix, I know far better prizes as worthy to claim." **Tetrax then tosses a Flat metal circle at SixSix, sending an electrical current through the alien so strong, it shut down the armor and KO'd the Sotoroggian. Metallitron wasn't sure of much about these individuals, but he seemed sure that Tetrax had his own agenda ahead of his acquaintances. **"I'll take both of them back to my ship, and tell them what transpired when we have already left your planet. Ben, was that his name? He's got gusto to jump headfirst into danger if it helps alot of people. Train him, or teach the kid how to properly fight. If you can't, find someone who can. And tell him this isn't the last time he'll see me... Farewell."** Tetrax explained. Tetrax grabbed both of his acquaintances and began to leave, as Metallitron looked to the hole Ben jumped into. Metallitron feels something stir within him, something in his new program was urging him to go down there. Metallitron made one last quick calculation, and dove head first into the pit.

* * *

**_Monster Nest (Zombozo's Centres_****_tage)_**

Wildmutt felt like he was falling for an hour or so, but finally landed at the bottom, where it seemed quite... _chilly_. In a flash of Red light, Wildmutt turned back into Ben. Ben trucked onwards and found that Thumbskull guy being blessed by some sort of Carnie Cult priest. **"_Ahhh, does someone wish to pay homage to our lord and savior? The man who laughs and defies all negativity?_"** The priest said. Ben said nothing. **"_Everyone's a critic nowadays, hm? Thumbskull, put the child back in the crib please._"** The priest said. Thumbskull was about to attack until someone yelled out in a panic. "NO! DON'T HURT HIM! HE'S JUST A KID! A DEFENSELESS KID, FOR GOD'S SAKE!" A man exclaimed. **"_Ahh... our god has blessed us with his presence. Our apologies, we did not know you were with our savior._****"** The priest said, looking upward. Ben looked up, and was shocked and nearly disgusted by what was above him. He saw Dr. Bozo... but it didn't seem like he was in a better spot than when he last saw him. Bozo had brightly colored webs and tentacles wrapped around him, keeping him shut inside a cocoon. "BEN! GOOD TO SEE YA, KID! LISTEN, THESE GUYS WENT BONKERS, YA KNOW WHAT I'M SAYING?! IT'S A BIT TOO LATE FOR ME, GO GET HELP! IT AIN'T LIKE I'M GOING ANYWHERE!" Bozo exclaimed. The priest seemed a bit miffed at Bozo's response to all they had done. **"_You wish... t-to le-leave... after all we've done... to please you? what did I do wrong, my lord? I am your prophet... why are you forsaking us?! why are you... FORSAKING ME?!?!?!?!!!!!!!_"** The priest exclaimed, getting angrier. Upon further inspection of the priest's face, he has no Eyes or nose, just skin covered grooves of where they'd be if he had any. He was bald, but his head had a tattoo of a pentagram with a pie in the middle. Ben knew he had to stop these guys, but before he could do anything, the Omnitrix started beeping at a frequency that only

Wildmutt could hear. The Omnitrix began to also glow yellow and spark green electrical feedback. The feedback got so bad that it struck the priest and Thumbskull, knocking them out. Ben slammed on the Omnitrix and in Ben's place, was Heatblast. **"**_Don't worry Doc, I got this under control._**"** Heatblast said. As he made his way up to Dr. Bozo, he explained the situation to him, and he felt bad, not slap on the wrist bad, but also not castration to stop your lineage bad. Heatblast and Dr. Bozo made their way back to the church and noticed Metallitron fighting his way to the church. **"**_Metalhead, I knew that Iron heart of yours would go soft._**"** Heatblast joked. **"Less talking, more escaping. We have somewhere to be."** Metallitron stated. Heatblast grabbed Metallitron and the three rocketed back through the cavernous labyrinth.

* * *

**_Temporary Campsite_**

As the tunnels collapsed on themselves, Our heroes landed towards the campsite they made. "Whoo! That was a rush, haha! Really got the blood flowing to my funny bones, and ho boy, I was up there for WEEKS. Those circus freaks have the nerve to call me their god, I wouldn't be their god even if I got married to a gorgeous smoking gun. No way, No how! But again, thanks kiddo, I don't understand alot about your situation, but here, a little something you forgot back at South City." Bozo proceeded to hand Ben not just the Sumo Slammer Collectible, but also the 5 Star Ball he used to off a mutant animal. "Well, you're a better person than me kid, I woulda let him rot." Julia said cold heartedly. Bozo rubbed the back of his head in shame. "What happened back in South City to cause all of this?!" Ben exclaimed in aggravated confusion. "I heard two sides of this story, and I think one of you is a dirty, homebound liar. It's hard to focus on a fight when you have to separate the truth from lies." Ben said exhaustedly. Julia and Bozo both hear out their sides of the story, and hearing Ben's side makes it seem more dangerous than it already was. Witnessing death, attacking a government force,it was almost like this kid wasn't the same. Julia and Bozo eventually shook hands, made up and got a ride back to South City. Ben didn't go with them because he still wanted to travel a bit with Metallitron. The fact that he was fighting to help Ben made him realize he had a purpose. Ben turned to Suno and sat next to her. "Hi." Ben said awkwardly. "Greetings." Suno replied nervously. The two kids were chatting with one another and Metallitron offered to teach Ben how to properly manage in a fight that won't require the usage of the Omnitrix. Ben was excited for this, he wanted to be stronger. And he knew that when he got strong enough, no one could stop him from protecting his home...

* * *

**_Back at Ben's old Universe..._**

**_Galvan Prime (Semi-Demolished)_**

_"The master will not ask again so nicely... how do we traverse the dimensional plane?"_ Psyphon asked with a crooked smile. Below Psyphon, was a beaten and bruised Galvan in Red, silver and White Attire, and Red eyes. "I don't know, but when Azmuth gets back I can tell him the mighty Vilgax was here... and was being generously merciful." The galvan whimpered. Psyphon left without another word and the galvan weakly got up to his feet, making headway to an ancient communicator, and activated it. "Mr. Azmuth, sir?" The galvan said weakly. "I-It's Albedo sir, your assistant? We have... w-we have a... massive problem..." The galvan is too weak to speak, but the message comes through crystal clear. Another galvan stops working on another invention and looks at the message with a worried and exasperated thought on his mind.

* * *

**"As our hero conquers the challenge of the Cirque De Freaks, and has temporarily got rid them, what other challenges await Ben? Which side is Tetrax on? And what's the next big move? Find out next time on..."**

**"Ben 10: Journey Back Home!"**


	9. A friend in need! Telling off Red Ribbon

_The next day.._.

**_Tetrax's Ship_**

**_7:53 AM_**

"You let the kid go?! We worked our asses off to get that close to our prize, and you let him go?! Listen here Rhinestone the Moron, I did not kill a man or an entire number of them just to let the credits I'm after just slip from my claws!!" Kraab exclaimed angrily. Tetrax said nothing. SixSix inquired in his language that letting them go was the right thing to do, as it's dishonorable to strike down a child. When the child is of this planet's population's legal age, They'll have him. Of course, SixSix is still a bit groggy, so even his nonsense makes less sense than it did before. Tetrax knew he'd have to stall, but the real question on his mind was how long could he stall for?

* * *

**_Temporary Campsite_**

**_7:57 AM_**

Ben, Suno and Metallitron are climbing back up the Mountain, with Gedo's body still in preserved condition. "So, your friend there isn't with us? Why not take the offer to go back and give him that proper sendoff?" Suno asked. Ben wiped the snow from his face and turned to Suno with a smile. "Because I wanna check out your town and help. You said a government force was terrorizing your village, I can't up and leave you and your friends and family like that, consider us friends, because friends will be there for one another." Ben said with confidence. Suno looked on and smiled as Ben faced the blowing snow with contentment. As the 3 reach the top of the mountain, they assess the situation. **"How do we get to Jingle Village from here? I can barely see**** the cliff's edge."** Metallitron stated, wiping the snow from his shades. Ben looked around and on the other side of the mountain top, was a staircase. "Suno, is that how you got up here in the first place?" Ben asked. Suno turned to the stairway and lit up joyously. As Metallitron and Ben followed Suno down the stairway, Metallitron inquired to Ben about what occurred back in the labyrinth. Ben thought Metallitron was inquiring about the Omnitrix's noticable malfunctions and didn't know how to properly answer about that.

* * *

**_Jingle Village_**

**_8:09 AM_**

As the blowing snow died down, Ben was in awe of Jingle Village. "You live here?!" Ben asked. Suno laughed at Ben's excitement and the two ran off, playing in the snow and having fun. Metallitron walked into the shopping district and looked for something more comfortable. Metallitron set his eyes on a Pristine Black Wool Jumper, A Black, White and Green Jumper with the #10 sewn on the front, and a Penguin Sweater. Metallitron used 650 Zeni for those 3 Clothing products, and walked out with a Penguin Sweater on, A black Wool Jumper over it and the other jumper under his arm. Metallitron made his way through more of the shops in the village as Ben and Suno played and played.

* * *

**_3 Hours Later..._**

**_11:09 AM_**

Ben and Suno layed in the snow, laughing and telling stories about whatever topic came to mind. Soon after, Metallitron told the kids that they shouldn't be out for so long, as they could get sick. Ben got up and raced Suno to the Inn, where her parents were waiting and conversating with Metallitron. Suno's parents were relieved that she was alright and they went off to their home, where Metallitron and Ben booked a room at the Inn. Ben was gonna be bored, so he decided to go walk around and was amazed by everything Jingle Village was, despite it being not so much. In his amazement, he accidentally bumped into a woman with bags of food inside. The woman looked angry, had Violet Hair and... a Red Ribbon Logo. Ben and Violet looked at each other, and Ben felt that seething rage inside him again, but he tried to calm himself down and help pick up the stuff on the ground.

Violet was metaphorically screaming her soul out of her body, as she was sure this kid was gonna live up to his word and kill her. What she didn't expect was for him to clean up his mess, and lend a hand with a familiar glare in his eye. Violet quickly made her way out as Ben kept walking around the village.

* * *

**_Jingle Village Outskirts (Hidden RR Base)_**

**_11:59 AM_**

Violet rushes in, puts down her spoils and makes a b line to Silver's quarters with a startled expression. She pounds her hand on the door and the moment the door opens, she socks Silver in the eye, who just recovered from the walloping Ben gave him a little bit back ago. "Whyyyyyy do you do this?! What'd you want?" Silver said rubbing his eye. Silver takes a drink of what seems to be beer. "That little brat and possibly Metallitron are at that village!" Violet exclaims. Silver chokes on the last drop after hearing that news, and manages to collect himself. "No matter, they won't stand in the way of Red Ribbon's quest for global conquest. Send in the Bots, let them draw him out. No use getting our able bodies killed to do what machines could do for us, ya dig?" Silver stated slyly. Within a matter of minutes, the bots were warmed up and had Ben Tennyson set as the primary Target, and Metallitron as the secondary.

* * *

**_Jingle Village Inn_****_12:48 PM_**

Ben is indulging himself in the delicious food from the Inn and will glance back at Metallitron who seems to be nodding off, possibly due to his model not being more than enough to keep watch. Ben decided to stop eating and go out for a small walk. On his walk, Ben found Suno, spending time with her parents. To see Suno enjoy something he will never be able to enjoy again... he didn't know how to feel about it, if at all. Suddenly, something is heard in the air, something... mechanical. Ben looks up to see a bunch of bots, each one bearing the same logo that Ben is learning to despise. Red Ribbon.

Ben felt angry, angry that Red Ribbon would even think about hurting anybody here, or worse... Ben felt something rise within him, and it was powerful. First His family dies, then Gedo dies, then the Cirque De Freaks show up, Ben was having none of this. He wanted to go home, not deal with petty government obsession. Ben's eyes gained that silver tint, and that red aura was more prevalent this time around... Ben was tired of Ted Ribbon already, and he was going to make them pay. Ben leapt into the air and smashed his fists into the bots. He grabbed one and spun it into the other, destroying both of them. Ben felt something form in his hands. A bright shining sphere of energy... he chucked it at the bot hurdling towards him and it exploded into pieces. Ben was enveloped in this aura and yelled angrily into the air as his power skyrocketed. Ben turned his attention to one of the bots. It was retreating, but Ben didn't want to stop, he wanted more. He felt his heart pump like never before and it was invigorating. Ben charged behind the bot and saw it retreat into a hidden hangar. Ben felt the anger in his body, his heart, his mind, his soul... He was going to make Red Ribbon wave the white flag after he was done. Ben yelled as he charged downwards to the hangar, and readied himself for the impact. with a swift and wrathful kick, the hangar door was torn off its hinges, and Ben was the cause. One of the maintenance workers were about to call it in, but Ben had headbutted the guy into the bot he followed, denting the bot and breaking the guy's back. Ben whipped back around to deliver a swift and powerful stomp to a soldier's face, sending them back into a wall. Ben's aura was flickering, going from white to red at a rapid pace to where the aura was enough to push back equipment and people trying to get close to him. Ben held out his hand in a stopping motion, and a ball of energy was beginning to form. **_"I told you once, but you don't listen to reason... Leave. Me. ALONE!!!!!!"_** Ben exclaimed angrily. The ball of energy was growing at a rapid rate and Ben began holding it up above his head, letting it get bigger. Everyone was panicking, trying to either prep for their doom, or to hope this kid is all bark and no bite. "Alright that's enough!!!! Everyone, stand down. This kid wants a fight, I'll give him one." Someone called out. Ben turned his head to see Silver. And he lobbed the Ball of energy towards Silver, who ran it of the way, and jumped to Ben to land a Haymaker. Despite the hit connecting, Ben didn't back down... he got enraged. **_"Should've hit a little harder, smart guy."_** Ben muttered as he grabbed Silver by his head and threw him into the ceiling. From behind Ben, Suno and Metallitron showed up to find out what was wrong, and Metallitron still couldn't get a number on Ben's power level. If anything, it's the only feeling that works like a headache for Metallitron. Suno looked at her friend, who had malice in his eyes, rage in his face, Red Ribbon are not looking like huge threats now, now that Ben showed up with this power unleashed. Violet just got down to the hangar and beheld the carnage that kid wrought upon them. Violet grabbed one of the jets and made out quickly. Where she went, nobody knows, but Ben's attacks on Red Ribbon were notified, so Ben was a criminal to them, and Metallitron was a criminal by association. "Ben, please! We're friends, you said that friends have one another to look out for one another! Please, snap out of it!" Suno begged. Ben's power craved for more, but Ben couldn't bring himself to do anything else. Ben powered down and the silver in his eyes faded back to the green eyes they used to be. Ben fell backwards as tears left his eyes. He shudders as the cold air sits in and Metallitron covers him with the jumper he got for him. As the three venture back to the village, the Omnitrix was cycling through each alien before stopping on one of them that Ben hadn't seen before, before dialing back into dormant mode.

* * *

**_Jingle Village_**

_The next morning..._

**_7:45 AM_**

Ben got up, groggily rubbing his head and fixing his messy hair to be less messy. Ben put on a Training Top Metallitron bought him and donned the Jumper, admiring the nice change up. Ben also put on some heavier cargo pants and Snow boots. As Ben and Metallitron exited the Inn and made headway to the entrance of the village, Suno was there waiting. "Suno, why are you waiting on us? I thought that-" "My home is here, but I wanted to see you guys off. You did alot for my village. Bringing me back, saving me, being my friend, and scaring off those Red Ribbon meanies. Thank you isn't enough. Let me give you some directions and something extra helpful. If you go back the path we came, and keep going, you'll hit a pavement road and you'll want to go left for a couple miles and then pass the Tournament Arena ahead of it for 5 more miles and just look for signs pointing to South City." Suno explains. Ben and even Metallitron are impressed by her navigation skills. All Ben could do was clap in sincerity. "Also, here. My folks felt a bit bad you'd be walking such a long way, so they fixed up this old pickup. It's great for all kinds of terrain, and it has a built in cooler for storing foods that need to be fresh. And also.." Suno then gives Ben a bear hug, and Ben returns it. "Farewell, Ben 10. May you find solace back at South City." Suno said. Ben looked at Suno and gave her a great smile and a thumbs up. "Don't worry too much about me, I'll be okay. Plus, in case things go bad, I got metalhead to back me up. Don't forget me either, I'll make sure you remember me." Ben stated in a joking fashion. The pickup was a bit worse for wear, but it was their only option. In the back was Gedo's body, still preserved by the cold. Metallitron started the truck and along the icy road, down the mountain, and back on track. Our heroes were cooking with gas... or diesel, or.. oh well.

* * *

**"As our heroes part ways with the wayward Suno, and destroying Red Ribbon's fearful grip on Jingle Village, our heroes are back tons duo, and prepare to keep on truckin' as the journey continues on..."****"Ben 10: Journey Back Home!"**


	10. Enter the Alien! Time for real training

As our Heroes venture down the road, Metallitron decides to try starting conversation with the shapeshifter. **"Any major plans after Gedo's funeral?"** Metallitron asked. He wasn't the best at picking topics. Ben didn't answer, due to him focusing his attention on the Omnitrix, and staring at one of his forms. The form in question seemed different from Ben's other forms. **"You shouldn't be messing with the watch Ben, you've done alot for innocent people, just relax and take this time to just have fun, like you did back at Jingle Village with Suno."** Metallitron stated, letting a slight smile form. Ben looked back at his robotic companion, and almost got reminded of a time when his grandpa cheered him up when he was feeling down. Suddenly, the truck begins to sputter and slow down, forcing the two to pull over at a tournament arena.

* * *

**_Tournament Grounds_**

**_10:21 AM_**

Ben and Metallitron got a look inside the truck, seeing thick black smoke rise from every part of the engine. **"We need a new engine, this one gave out quicker than anticipated."** Metallitron stated. Ben looked at a poster on the wall of the building. "Cash prize for anyone who can defeat the champ! 26,000 Zeni Prize." Ben read. Metallitron was working on the engine, so Ben decided to take this challenge. Ben walked in and was greeted by some much older kids who seemed to be prodigies. As hard as Ben tried to tried to keep up with the young professionals, it didn't last. Ben couldn't keep up. "Sorry kid, but tell you what, you come back here and actually show proper techniques, we'll let you compete." One of the competitors stated sarcastically.

Ben looked up at them with a scowl and walked back to the entrance and sat next to a shorter, but older man. "Struggle, did you? No wonder, your form was preposterous. A sponge could hold better form than what you had." The old man stated. Ben glanced at the man, wondering why he was telling him this. "I didn't see you try to fight." Ben remarked. "I have too much experience. If I got serious, someone would get hurt. You on the other hand, you look like you could be taught a few things. Care to learn?" The man offered. Ben looked cautious, but he did wanna show them up. "I accept the offer." Ben answered. "Oh, do you now? Well, we'll soon see if you have, grasshopper." The old man remarked.

* * *

**_Training Grounds_**

**_11:00 AM_**

Ben and the elder arrived after minutes of walking to a training course. Ben looked on and commented, "This place seems like it wasn't used in a while." where the old man retorted, "It's been a good while since I had students. Most of them graduated and went on to learn even more." The elder fished out a dust covered Training Gi. The Top and bottom were All a Dark Tar Black, and the wristbands and belt coming with the Gi were White as Snow. The only footwear that came with this ensemble were socks and blocky wooden sandals.

Ben made sure to get properly prepared and came out in the ensemble, which fit him surprisingly well. "Now then, let's start with the basics. Focus and Concentration, two important factors for any fighter. Take this dummy for example," The elder holds up a worn out Training dummy. "If it could fight, it won't have the proper Focus on the fight, or the concentration to shrug off the pain of his wounds and persevere. Come now, Grasshopper, show me your strongest punch on this here Wooden block. That will determine what you need to be taught." The elder explained. Ben got into a basic stance, drew his fist back, and slammed it against the wood. He reeled back in pain as the stinging sensation set in. The elder just chuckled at the reaction Ben had. "How perfect, you know how to punch, now let's see if you can do much more of anything basic." The elder said. Over the countless hours of anger inducing tests, Ben was confronted by the elder, yet again. "Congratulations grasshopper, you passed the tests, now we can begin your training. And during your training, think deep within yourself and find the answer to a question I have for you. 'What was the real reason you accepted my offer for?'" Ben stopped in his tracks, and Ben was silent. Ben decided that even if it meant he spent days and nights, no sleep, no rest, nothing until he found that answer. That was how it would be.

* * *

**_Training Grounds_****_5 Weeks Later_****_12:11 AM_**

The elder woke up in the middle of the night to investigate a noise. That noise came from a still awake Ben Tennyson. Utilizing the physical training he learnt from his master. Ben's usual skinny physique had substantially changed for the better, now that he has more than just some muscle, thanks to his master's training suggestion. Ben's dexterity has improved exponentially, as well as his reflexes, he moved and fought like he never had before. Ben was fighting the course itself, and he didn't plan to lose. The elder looked on as the boy kept training, wondering if he ever found the answer, and unbeknownst to the elder, Ben found it. Ben took this training because he remembered that this world had other evils, besides Red Ribbon, that need to be taken care of. But, even with this training, Ben was going to need help, and alot of it. During this thought process, The elder realized that Ben is a skilled fighter, he's just not used to the techniques, but Ben had another weakness, his Ki.

_'I feel it again, this sensation... why is it still happening? I thought my rage set it off, but what is this?__'_ Ben thought as a white aura enveloped him. Ben tried his best, and suppressed it with enough breathing, and went back to training. The elder knew now, what he needed to teach him.

* * *

_The next Day...__**12:01 PM**_

Ben and his master sat in a meditative stance and strengthened one another's mental barriers with meditation training. Soon after, there's an explosion set off nearby. Ben took extra notice that it came from the Tournament. Ben rushed off quickly to see if Metallitron was okay. As the master saw his student run towards the danger, he smirked under his Beard, knowing full well that this will help his training. "Good luck, my student." The elder said faintly as he walked back inside his dojo.

* * *

**_Tournament Grounds_**

**_12:45 PM_**

Ben saw the Tournament was set ablaze, and Metallitron was slumped against the wall. "Metalhead, what happened?!" Ben asked frantically. Metallitron pointed to the ring, and Ben made his way there, dodging flaming debris like it was 'in the moment' training.

When Ben arrived at the ring, he saw what was causing this infernal infuego. A huge, muscular flaming rock man... with a charred black Fingernail growing out its head? Upon further inspection, it was Thumbskull... and he looked like he became Heatblast? _'I seen some weird things, but this takes the cake.. how is he alive?! I thought he and the priest got squashed like bugs!'_ Ben thought cautiously. Ben wasted no time charging towards Thumbskull and kicking him to the other side of the stage. "Okay you Thumb headed Fire Mountain, It's time someone washed you out." Ben activated the Omnitrix and slammed down on Fourarms' Icon. Ben began to transform into something completely different.

_**[**Ben's arm was enveloped in a viscous blue fluid, which was then enveloped in a white Metal, Ben's mouth was covered by a type of rebreather that was hooked up to his back. Ben's body became more slimmed down and rounded, feeling a bit heavier than normal. A Black Metal began enveloping Ben's body as two gauntlets of similar color meld onto him. His back begins to reveal tanks, filling up with that same viscous blue fluid that enveloped Ben. The alien crossed its arms in an X like shape, and lunged above, ending the transformation.**]**_

**"Fourar- Wait who's this guy?! Aw come on!!"** The alien exclaimed in annoyance. The alien seemed very strange in of itself. **"This guy better be useful, or I will stick to fists!"** The alien said. It aimed its hands at the charging Thumbskull and Thumbskull was then blasted back by a torrent of water, sending it back into the stands, and having been put out. **"Huh, didn't think that'd work. Though it seems overkill to shoot a flow of water. Like, yeesh, the best name for this one is Overflow."** Overflow stated dryly. Overflow began blasting the fires with his water attacks, surely putting them out. When the job was done, Overflow turned back into Ben, and helped up Metallitron with the fruits of his training showing in the shining sun as he carried his mechanical friend to the pickup, which still needed fixing. Ben knew the obvious solution to this problem, but he needed the training. Ben dialed in another Alien, and in Ben's place was Upgrade. Upgrade merged with the truck, modifying it and upgrading it beyond belief, and then proceeded to share some of his energy with Metallitron, so he could at least get up and drive.

Upgrade transformed back into Ben, and Ben went back to the Training Grounds to pick up his stuff, only to find his master holding the 5 Star Dragonball. "Looking to make a wish?" The master asked, knowing fully well on the answer. "Your final test is here. Prove to me you are stronger, and I will gladly give you the Dragonball back." The master stated. Suddenly, the master charged at Ben, and Ben jumped over the Master. Ben and his master fought with their fists and their feet, trying desperately to one up the other. Ben wasn't prepared for an Energy Beam to be hurdling towards him, and he didn't want to destroy his stuff, so he mustered every anger rising thought and ready a powerful Ki blast. He shot it at the energy wave, but was only slowing it down. If Ben didn't try to push it back, it would mean that getting home would only be possible in death. Ben screamed like a madman and shot a powerful bright yellow-green Beam of energy. As it pushed back the master's attack, the beams stopped in the middle and they exploded.

As the dust settled, The Master walked over to Ben, and placed in his hands, not just the 5 Star Dragonball, but also a picture of the master, when he was much younger... and what seemed to be his grandpa, when he was younger, in an astronaut suit. A wave of confusion, happiness and sadness washed over him, quelling his anger, and turning back to his stuff. He packed everything up, including his training gear, bowed before his master, waved him off, and got in the Truck with Metallitron. **"Where to?"** Metallitron asked. Ben looked back at the photo, and saw that on the back was a message of appreciation for Ben. The Ben of this world was gone before he could get it... it almost felt bittersweet. "South City. After that, that's up to me to decide." Ben said with a content smirk on his face. As the truck started up with little to no problems, our duo was well on their way to South City.

* * *

**_In the deep vastness of the edge of the universe..._**

A portal opens up in the cosmos, and coming out of it was A cloaked individual. An individual who seemed hellbent on finding something... _**or someone.**_**"As Ben takes up the idea of training, and unlocking another new alien, Ben feels like he's beginning to scratch the surface of his true potential... or at least knocking on its front door. What new problems will arise for our hero? And how will he combat them? Find out next time on..."**

**"Ben 10: Journey Back Home!!!"**


	11. Farewell! Goodbye, but not Forever!

As our heroes drive onward, Metallitron asked Ben about his training, what purpose it filled and how much more of an understanding did he develop from it. Ben answered normally, but felt like he could be a bit more descriptive about his power increasing. The truck slowed at a fork, showing a sign directing them to South City. As Metallitron made the turn, our heroes were on their way, to finally get back to South City, give Gedo a proper burial, and whatever will be decided later.

* * *

**_South City __Shopping District_**

**_3:14 PM_**

"And will that be it, sir?" A woman stated. The man wore a tattered cloak, and some very fancy robes underneath. _"That is it, thank you kindly. Oh! By the by, have you encountered anything... strange?"_ The man politely asked. "We have our fair share of welcoming tourists with the tales of a legion of Monster Heroes. Some say they are all one person, but it seems sillier than one expects." The woman happily explains. The man smiled excitedly, and thanked her for the service. The man uncovered his face a bit, revealing a strange Diamond shaped Earring.

* * *

**_Campsite_**

**_3:15 PM_**

On the outskirts of South City, after what felt like an eternity and a half, Ben got out of the truck and stretched anxiously. "Ahh, campsite sweet campsite. It's good to be back, any thoughts Metalhead?" Ben asked smiling. **"It seems almost peaceful. Seems everyone managed to get back all right, no casualties of any kind****, the Campsite could use more wo-"** "No, scrap for brains, I mean what do you think of the natural view? Take off the shades and just... look." Ben said as he dragged Metallitron to a cliff edge. "Anytime I wasn't in Hero mode, I'd be here, relaxing and taking in the beautiful scenery." Ben stated, sitting on the cliff face. Metallitron, out of curiosity, sat next to him and took off his shades. Metallitron looked on, speechless about the wonderous amount of beauty and relaxing vibes about one view. Ben and Metallitron both shared a smile and a light chuckle as they looked on. Ben looked back at the truck... and his smile faded to a speechless, melancholic frown. Ben got up and opened the back of the pickup, solemnly gazing at Gedo's lifeless corpse, and a tear begins to form. Metallitron gets up, goes to pick up Gedo's body, but proceeds to wipe the tear from Ben's eye. During their minor traveling time, including the encounter with Suno, Metallitron has acquired the best upgrade of his existence... the ability to change. **"Ben, we did not know Gedo for long, not even an hour... but I'm sure that he's appreciative for metaphorically getting him this far, for a proper burial. I suggest we bury him next to the tree, so he will always remember where you started, and help those who need it in the form of this tree."** Metallitron stated, patting Ben on the back, in hopes of quelling the boy's sadness. Ben said nothing, and helped Metallitron carry Gedo to the tree. As Metallitron dug a hole deep enough and wide enough for Gedo, Gedo was then buried, and Ben made a stick cross to place on his grave, engraving a message as the tears welled up.

'_He was a real hero. If not for him, I wouldn't be here anymore._' **_-Ben_**,** 737**

Ben let the tears flow as he said one final goodbye to Gedo, and for him to always go... For '**Gold**'. Metallitron looked to the pickup and reminisced about how cozy and welcomed he felt by its inhabitants, and Suno, the 2nd person to not fear him, and give him a chance. **"I need to go. To go back."** Metallitron said. Ben looked at him quizzically. "Red Ribbon?" Ben asked as he wiped the tears from his eyes.

**"No. Jingle Village. Without us, they have no one to fight for their well being. I learned something from you, back at the Cavern, when you fought the Cirque De Freaks... I learned selflessness, and doing the right thing because it is. You are young, and far from home Ben, but something within me gives a Result that you will 100% be this Universe's greatest champion. There might be others... but don't worry about too much, you are still young, you can finally relax... But I know you will keep doing the right thing, with or without me to back you up."** Metallitron explained. Ben felt more tears welling up, knowing fully well what he was going to do. **"****You told me that after we finished things here in South City, the rest would be up to you... what's the next move, Benjamin Tennyson?"** Metallitron asked. Ben looked back at South City, seeing it be more serene than the last time he took in the natural scene. Ben glanced at the Omnitrix, and heard Paradox's words echo in his mind, about getting stronger, mastering new skills, and unlocking more of the Omnitrix's power.

Ben walked to his campsite and was about to pack up his gear, until he noticed a robe wearing figure standing by, watching. Ben got up quickly and got into a boxing style stance. Metallitron rushed to his side, noticing the individual. **"Identify yourself, or you will be defeated."** Metallitron sternly stated. The individual chuckled and clapped, confusing both the Machine and the shapeshifter. _"Really, you had me going that you would actually attack. Glad neither of us need to make the first move, huh Mr. Tennyson?"_ The man said humorously. Ben looked at the individual carefully. Ben didn't recognize him, but something about him seemed... _Benevolent_. Ben got out of his stance and tried to sense the stranger's energy, but couldn't. "You seem strong... Who are you and how do you know my name?" Ben asked. The stranger laughed in amazement at Ben's cunning level of caution, making both Metallitron and Ben sweat in anticipation.

_"__P__erceptive of you to try and assess my strength... **heavy emphasis on try**, but the real question you should be asking is, how do I not know who you are... You come from another universe, one that seems to have been royally destroyed, no less as well. Hear me, shapeshifter. I will return when you're older. how old, depends on how hard you better train after I take my leave. Now, I will make myself clear by stating my name... **Belinal**. Anywho, I have things to do, Farewell mortals! And fair warning... **I'm always watching.**"_

The stranger then vanishes out of thin air, leaving just the cloak, which Metallitron took for his trip back to Jingle Village. Ben was awestruck and terrified, and didn't know how to properly handle all of that information. Ben looked back to his mechanical companion as he drove off, making early headway back to Jingle Village. Ben looked back at the setting sun and Gedo's grave. Ben packed his things, and went into town, counting the Zeni in his pockets.

* * *

**_South City Hospital_**

**_4:35 PM_**

Ben swung the doors open to the hospital to see Dr. Bozo and Julia shaking hands on a deal, and they take notice of him. Ben's old shirt and Cargo pants fit a bit more thanks to Ben's altered body. "Do you guys know where the bus station is?" Ben asked, smiling and choking back a couple tears.

* * *

**_South City Bus Station_**

**_4:38 PM_**

Ben, Dr. Bozo and Julia shared glances as Ben used what little portion of his Zeni to buy a bus ticket to the front of a place called Mount Fry-Pan. Ben wished both Bozo and Julia well, as they shed tears, knowing he'd be alright.

* * *

**_5 hours later..._**

**_9:39 PM_**

As Ben rested on his baggage, the bus made a sudden stop, flinging Ben from his seat and into the one infront of him. Ben got up to see what the problem was, but he saw that the bus driver had been killed. Something huge crushed him. Ben ran out of the Bus with his stuff and was immediately face to face with SixSix and Kraab. "Happy Trails, brat!" Kraab states, throwing his huge claw at the boy. To Kraab's surprise though, an aura surrounded Ben, and Ben caught the claw, looking angry. SixSix tried to pull one of his guns out, but was intercepted by Ben with a spinning kick, which sent SixSix flying. Ben focused his energy into the hand that still had Kraab's claw in a grip, and he pulled with all his strength and tore it off, causing Kraab to panic. Ben kicked Kraab into SixSix and held his hands together, letting them generate a spark before Ben's aura started sparking as well. SixSix made more noise in his language which Kraab replied, "To hell with you then, you gibberish spouting tongue tied bastard. I didn't come this far though the cosmos just to die with nothing to show for my efforts!!" Kraab exclaimed and grunted as a huge blistering Rust Red Crab Claw shot out of the torn metal hole where the weaponized claw used to be. Ben put two of his fingers together and started to meditate. As Kraab charged forward to kill the kid, turns out Ben had flipped the script of Kraab's supposed victory... and turned it into failure. Ben's eyes snapped open and his arms were enveloped in a bright cyan energy. As Kraab got within arms length, Ben rammed his arms into Kraab's armored body, which was torn into easily, as Ben tore through Kraab's normal shell, his meats, and back through the shell and armor, Kraab had stopped moving, and soon slumped over, SixSix knew very well that Kraab wasn't getting up... because he hunted and killed one of Kraab's species before, and did the same thing. SixSix immediately flew away, and was hoping to some sort of Sotoroggian God that Ben wasn't following after him. Ben powers down, now utilizing his power more to give a break to the Omnitrix, and decided to fly onward as the stars and moon shined in the dark sky.

* * *

_The next morning..._

**_6:55 AM_**

Ben awoke within a forest of bamboo, which made Ben feel bittersweet and nostalgic about first arriving in this world. Ben looked around and walked through, making sure he was careful. As Ben got through the Bamboo growing, he finds himself face to face with a white pudgy cat with a wooden staff. "Mornin' ya wild flying yellowbelly. You here for trouble or are you just curious for your age?" The cat spoke. Ben was surprised by the fact that not only the cat talked, but he looked up to see a huge structure floating in the sky. And below it was a White Tower with a golden roof. Ben dusted himself off and looked back at the cat. "What? I got a bump on my head or what?" The cat stated. "What's your name? I'm Ben, Ben Tennyson." Ben said with a friendly tone. "Curious kid it is then, Call me Korin, I watch over these grounds and provide training. You up for it?" Korin asked. Ben's face lit up he accepted the offer. Ben was going to get far stronger... no matter what.

* * *

**"As our heroes part ways, we will see how much Ben will improve, and we'll have to look out for more of this 'Belinal' Character. But what awaits our hero now? Find out next time on..."**

**"BEN 10: JOURNEY BACK HOME!!!"**


	12. Journey Start! Getting back on track!

**_Korin's Tower_**

**_8:03 AM_**

Ben's training with Korin was simple, but tougher than it looked. The goal was to climb to the top of his tower without the help of any other alternative. Ben had been through some training, and every day and night when he failed, he added up 2 to his training regime. 30 Push ups, 25 Sit ups, 20 Jumping Jacks, and 30 Laps around the tower. Ben would double each number if he made any real progress. It took Ben 2 days to climb up the tower, but even then, Korin refused to train him, due to Ben training himself to complete the goal of climbing the tower, Ben was a bit annoyed, but he did get training after all, just by his own training. Korin rewarded Ben with a sack of green beans and the direction of Mountain Fry-Pan. Ben thanked Korin for the beans and the directions, and lept off of the tower, flying upwards to the huge structure.

* * *

**_Kami's Lookout_**

**_1:44 PM_**

As Ben finally landed on the structure, The Omnitrix begins to glow yellow, giving off a Golden aura. Ben walks around and takes notice of the planted trees and herbs up here, some of them seem very similar to the beans Korin gave him. Ben looked over to the temple like building and noticed some sort of... person? It was alive of course, but it definitely wasn't human. It was Pitch Black, with a gray shine to its sleek but rounded body. It wore an Arabian style Turban, a Fancy red vest, Baggy white Pants with a red belt, and a strange pair of shoes. The creature's eyes were black, and had over accentuated Red lips. "Oh, Hello. Welcome to the lookout, human. Might I inquire as to how you got up here?" The creature asked in a deep, slightly cracking voice. "I flew up here. I could get up here any other way, but simplicity just works sometimes. Who and what are you?" Ben asked. "I am Popo. You can call me Mr. Popo. I am the guardian of earth's assistant. What reason do you have for showing up here?" Popo asked. "I'm Ben, and I have the need to get stronger. I had already trained to climb the tower below this place, met a talking cat, and here we are. I was wondering if anything here could give me a power boost or provide training." Ben explained. "Mr. Popo, who has arrived to the lookout?" An elderly voice called out. "A human child, Kami." Popo calls out. "What's a 'Kami'?" Ben asked in confusion. Ben turns to the voice and sees a wrinkly green figure holding a Wooden staff. "Aahh, it's not every day someone comes to the lookout asking for training. And to answer your question, I am Kami. My name translates to God in your language. I assume you came here for training? You can test your might in the Hyperbolic Timechamber, if hardcore solo training is what you seek." Kami explained. Ben looked to the HTC, and wondered how much he'd benefit and goes in without a second thought. Ben was in there for a split second before he bolted out, confused and overwhelmed by the nature of the chamber. Kami chuckled at his reaction, as that was to be expected. Ben knew he had alot of work to do... far more than he thought.

* * *

**_3 Years later..._**

**_Kami's Lookout_**

"Come now, Young Ben. It's time for another training session." Popo stated. Ben had changed a small bit in the three years he spent learning and training with Popo and Kami. Ben's height was noticable by the minute, and his hair grew out so much, he tried it into a prickly and spiky tail. Ben's Gi now sported a Small White Collar and Cape, which had seen better training sessions. Ben's focus on his ki had improved substantially. Ben entered the HTC and twisted the dial on the Omnitrix. In a flash of light, Ben was replaced with a new alien. It was small for its size, but it had a semi blob like body. It had 3 Black fins sticking out of its head and small pale white whiskers.

"Sweet, got Ditto off the bat! Let's get this started fellas!" Ditto said as he duplicated himself up to 11 times. "Alright find a partner, and then when we really feel the pain, we'll take a chance to better our motions, deal?" The main Ditto explained. The others shook their heads in understanding and as all of them became Ben in a flash of Green light, They all began powering up and going at it. The time chamber was set to a timer, being one day out there was one month in there, so Ben was countlessly fighting himself in the most literal sense possible, and made headway to getting far stronger. As Ben's final form of training came closer to a close, Ben decided enough was enough and round up his clones, turning back into Ditto, reforming into one, and and becoming another new Alien.

**_[_**_Ben's body got greener, like a fresh Green, and his ears began to get pointier. Ben's already impressively slim muscle mass had become bigger and denser, as Bright Maroon Muscle Spots began forming on Ben's arms and body. His hair receded and vanished, replacing the hair with Antennae. A White Headband formed on his forehead, covering the green scalp with a Black turban-esque Cap. Ben's Cape merged with his Gi, repairing itself in the process. As Ben's Gi changed into a Suit-Gi Hybrid outfit. A black Gi top, attaching to Black spandex bottoms, White and black knuckle guards and the Omnitrix becoming presentable as its attached to Ben's green forearm as a Black and white Armband holds it in place. Ben's green eyes are replaced with shining White eyes.**]**_

**"PAINTENNA!!!"** The Alien exclaimed. Paintenna began moving at lightning speed, not as fast as XLR8, but is definitely no slouch in Raw power and energy control. Paintenna began blasting Ki blasts at the empty void, watching them swirl around and come back towards him. Paintenna smirked and in a flash of green light, Paintenna was replaced with another new Alien form. This one was black and sleek, having one eye, a White Unitard like uniform, Bolts and plugs covering its black sleek body. Even its antennae and tails had plugs.

_"FEEDBACK!"_ The hero exclaimed. As the ki blasts came hurdling towards him, he began absorbing each one that he countered with his plug like appendages. Ben tapped the Omnitrix and reverted back to his human form, taking note of how far he had ended up when he was training. "Heh, I seem to be seeing a pattern of overdoing something a bit." Ben said smiling and rubbing the back of his head. Ben went to the chamber's fridge and cracked open a soda, sipping it quickly before getting to his training regime. Ben had been training mentally, spiritually and physically for the past 3 Years, with him being at the ripe age of 10, Ben had gotten far stronger. Ben moved onwards to the exit, until it was forced shut last second, knocking Ben on his ass.

"Hey, what's the big idea?!" Ben exclaimed. He knew they couldn't hear him from in there, but Ben decided to try forcing it open to see what was going on out there. Ben managed to open the door and saw Popo and Kami waiting for him with a gift of somesort. Ben, to say the least, was confused by why the door shut and also the gift. The gift was a bit more than what Ben expected. Ben was given a satchel of the herbs growing on the lookout and a special made Gi with no Cape, but where the Kanji for Kami was, in its place was the Hourglass from his watch, and on the back was a 10 on the back. The Gi also had a special Headband, which Ben respectfully accepted, and said farewell. Ben spent 3 full years training. Ben made his way to the North, glancing down at his destination with pride and vigor.

* * *

**_Tournament Grounds_**

Ben landed and registered under his altered alias 'Ben 10'. Ben's fighting technique is like a refined version of boxing, wrestling, Kung Fu, Tai Chi, and basic Karate. Ben wiped the floor with several combatants, before making it to the semi finals. Ben was cheered for by very few, when everyone erupted in applause and praise for his combatant.

The guy Ben was fighting was a year older than he was. He had a bit more muscle than expected, but was still a bit slim. He had dark black Shaggy and messy hair, cockiness and confidence was what bolstered him to fight. The guy had spike bands on his wrists, a Black Gi over a long light gray T-Shirt. The guy had an X shaped scar on his chin. He also wore punk boots. He was introduced as the one man army, but the guy had a Kanji on his shirt, roughly translating to Demon. Ben's aura sparked to life, enveloping him in a Blueish Green Aura. The other Guy's aura also sparked to life, enveloping him in a Red, Gray and almost shadowy Aura.

_'This guy seems wicked... but also, familiar... I'll have to ask him if he wants to fight again sometime if one of us wins.'_ Ben thought as a friendly, but confident smile appeared on his face.

_'This guy is going down. But, he seems almost like... a trustworthy person. Maybe...'_ The guy thought. "HEY!" Ben exclaimed. The guy snapped out of his thought process and noticed the guy walking towards him.

"I wanted to wish you luck in our fight, and may the best man win." Ben said cheerily. "I'm Ben, what can I call you?" Ben asked. The other guy said nothing, but later said, "Levin. Kevin Levin. Remember that, doofus." Kevin stated with a smirk. Ben wasn't called a doofus in 3 years, and Ben was gonna enjoy throwing down with this Kevin guy.

* * *

**_Meanwhile..._****_Undisclosed Location_**

"The hell do you mean we're on thin ice?! You sent Animo, of all people, to a small city and made him take his freaks with him. We were the ones making worthwhile choices for the organization and you're telling me that if there's one more mishap, we'll be out of a job?! Come on Commander, you haven't seen what we have! Quit telling us the obvious and maybe help us-" The screen shut off. A blonde man with impatient baby blue eyes walked away, activating a radio on his belt.

"Locate South City... and find Ben Tennyson. Bring him here, Dead. Not alive, not barely. Dead. Mess up and you'll be shot. This is Commander Blue, Over and Out." Blue shut off his communicator and looked down at his cowering underlings.

"Ben Tennyson... You won't join us, you won't beat us either." Blue stated angrily.

* * *

**"As our hero begins his path of improvement, he is faced with more challenges. How will our shapeshifting hero overcome the challenge to come? Find out next time, on Ben 10: Journey Back Home!!"**

(Wow, this was a very... unique chapter. Yeah, we had a timeskip already, but keep in mind that this will have a serious effect on the story. Now, Ben flying in his human form... Ben just tried constantly until he finally got it nailed down. Then there's the aliens in this video. I know, not the best pick, but it did make some logical sense to how the HTC works. Ditto was the best example of this logical loophole of a technicality. Anyways, when the next chapter comes out, we're going to get some brand new backstory for Kevin... and also the origin of the Demon Kanji on his shirt.)


	13. A perk through the Veil! Rival & Friend?

**_Tournament Grounds_**

The fight was on. Ben charged forward, Ki blasts in both of his hands, and Kevin leapt into the air, readying an unexpected elbow drop. Ben dodged quickly, firing off Ki blasts at the punk fighter. Kevin charged forward, leading off with a powerful kick. Ben's gut twisted in pain as he felt it land, but he wasn't gonna go easy. As far as Ben could tell, he thought Kevin was holding back. Kevin and Ben threw a few punches and kicks, countering with different dodging techniques and elbow jabs, both of them after their quick hand to hand scrap, they both had scratches, bumps and bruises they'd be tending to for more than a week. Then, Kevin smirked and chuckled, Ben was confused.

"Gotta admit uh... Ben was it? You seem like you have a lot of fight in you, but I'm in a rush today... so, good match, but only one of us will be the champ." Kevin then charged towards Ben, headbutting him, Kneeing him in the gut, and jump kicked Ben out of the ring, signifying that Kevin won the little league championship. After the stands cleared out, Kevin walked over to the still incapacitated Ben, wondering why he hasn't gotten up yet.

Ben, at that moment, was thinking over his loss, but he knew the definitive truth to why he lost... he thought he could take it, but Kevin seemed like a normal kid, like him... where did that sudden rise in strength come from? Ben's eyes snapped open, and Kevin flinched a bit, for a moment, Kevin thought he had knocked him out... or worse. Ben slowly sat up, and took notice that Kevin was right next to him. "Want some help or what?" Kevin offered. Ben reached out his hand and Kevin yanked him up with little to no effort.

"So, you really have to explain to me how you survived that long, because not many full grown warriors can." Kevin stated curiously. Ben and Kevin sat down just conversating about the training they both went through, and Kevin was now peaking with interest, the moment he mentioned his shapeshifting powers. _'So... life among the stars... Master was right, he did come from the stars.'_ Kevin thought, as a towering bald warrior's silhouette flashed in his mind. "Ben, do you think all life beyond ours are... evil?" Kevin asked. Ben didn't have much experience, but he considered the idea he could turn into what Kami apparently was and what Popo was. Ben looked at the Omnitrix, and it didn't react in a way that seemed unusual, guess it clarified that Kevin wasn't an alien though, so big plus. "To answer your question, yes and no. Among all life, there's a positive aspect to every negative aspect. Where there's Bad, there's good. and vice versa, right? It all depends on what you desire to do that makes you good or bad." Ben explained. Ben stated that his masters told him that exact same thing, and Ben was able to memorize the whole thing, word for word. Kevin thought about the last part of Ben's answer, _'It all depends on what you desire to do or who you try to imitate?'_ Kevin thought long and hard about the last words he had remembered of his parents. And it shook him to the core.

_'never change yourself because someone thinks less of the real you.'_

Kevin looked upwards at the night sky, falling over, letting the stars shine, and proceeds to get up and run away. "Kevin? Wait up!" Ben exclaimed. Ben ran after Kevin, hoping to keep him from doing something rash.

* * *

**_Forest Grasslands_**

Ben was running and dodging different loose branches, rocks, holes, and the occasional knocked over tree, but still couldn't catch up to Kevin. _'Why did he run off? Was it something I said or...'_ Ben thought. Suddenly, Ben felt 3 strong power levels heading towards Kevin, and knew something seemed to be up. Ben l ok lowered his power, and slowly crept up behind a tree, to see Kevin surrounded by 3 strange creatures.

One of them was real fat, but also had a bit of muscle, another one looked like a younger Kami, but he had wings and hovered mid air. The final one was... to Ben, extremely strange. The creature was skinny and looked to be made out of wax, but still bore the same strange traits that the other two had. "Drum, Tambourine and Flut. The hell do you want now? Did Cymbal not wanna come?" Kevin asked sarcastically. "He's on the trail for the dragonballs, half pint... we want a serious word with you, though." Tambourine stated cynically. Ben was so confused by this situation. Kevin knew these things? and more importantly... why were they named after instruments? Ben was trying to think of a way to help him until he turned around to see a big chunky Dark Green Dragon, hungrily gazing down at him. Ben instinctively powered up, and they began to get ready for a proper fight.

From the forests, Cymbal is sent flying out from the darkness, with Ben flying fast towards Kevin. "Less talk, more running. Cmon!" Ben exclaimed. Kevin turned to Drum and dodged one of his punches. Ben landed on the ground and dialed in one of his forms. Once Ben had someone in mind, he slammed down on the Omnitrix and began to transform.

_**[**Ben's muscles began to bulge and grow in size as Ben's green eyes were replaced with a full orange color. Ben's size and muscle mass quadrupled in size as he grew two more muscular arms. Ben's hair faded and A black stripe formed down his face, and on his chin. Ben's Gi quickly turned into a mix of samurai and gladiator like armor with squared studs prodding from the knee guards. The Omnitrix was embedded onto his bare Red shoulder. Ben's red four eyed face was covered by a Silver Gladitorial Samurai Helmet, sporting a Bright Green feather and brass knuckles. The Alien bowed and struck a pose, unleashing a battle cry.**]**_

**"Fourarms!!!!!!"** The alien exclaimed. The green monsters went wide eyed at the sight, and so did Kevin. Ben took notice of his form, and noticed that Fourarms didn't look like this before. The Omnitrix had been doing something new, like matching Ben's aliens and their culture to specific cultures on this Earth. Ben always compared Fourarms to both a Gladiator and a Samurai, but he never thought he'd see it be this literal. Fourarms took this time to unleash a powerful burst of energy, pushing Flut deep into the forest, Drum on his ass, and Tambourine on one of his wings, bending it out of shape. Fourarms grabbed ahold of Kevin and leaped into the air, trying to get as much distance from those things as he could manage to get.

* * *

**_Tournament Grounds_**

Fourarms landed on the pavement, cracking it immensely upon landing. Ben put Kevin down, who immediately almost hurled after all of that motion and the constant rising and falling Fourarms did.**"Sorry Kevin, you get used to it the more you get used to Fourarms, if that helps any."** Fourarms reassured. Kevin wiped his mouth and looked at Fourarms with a confused, but obviously not amused look. "What. the hell. were you thinking?! Drum, Cymbal, Tambourine and Flut. No one can take on any of them and win, so how could you beat Cymbal if you couldn't beat me?! Also, you could've died pal. Why did you follow me?!" Kevin exclaimed in confusion. In a flash of light, Fourarms was turned back into Ben and immediately patted Kevin's back as he tried to find the proper words to explain everything.

"You were the first person who wasn't a machine or a dead man, who took in everything and didn't freak out about my other powers. Plus, you reminded me a bit of my cousin. Strong and smart in her own right, but was always stubborn and did things on her own, even if I tried to genuinely help... and you looked like you were about to be killed if you breathed the wrong way, so it was the least I could do, at most for a friend. We can be friends, right?" Ben asked smiling. Kevin was surprised by the shapeshifter. He was unlike anyone he'd ever met or seen before, but in that moment... he felt like he knew him for a long time, and this was their first time meeting one another. Kevin smirked cheekily and pulled Ben in and have him a noogie. As Kevin and Ben kept play fighting with one another, which led to a sparring match between the two, our heroes decided that in a week,they'd train together to get stronger and get to know more about each other. As Kevin walked one direction, Ben flew to another, making his way back to the lookout.

* * *

**"As our hero finishes second in a tournament, he's got the gold for sparking a new friendship. Now aware of the monsters that could show up again, how will Ben handle them? What are Kevin's true intentions? And what did those monsters want with him? Find out next time on... Ben 10: Journey back Home!!"**

* * *

For those who are curious, Here's Ben's current roster.

**Heatblast**

**Wildmutt**

**Ghostfreak**

**Upgrade**

**Grey Matter**

**Fourarms**

**Ripjaws**

**XLR8**

**Diamondhead**

**Stinkfly**

**Cannonbolt**

**Ditto**

**Upchuck**

**Paintenna**

**Feedback**

**...**

And that's i- oh yeah, we didn't have the Popo species yet... riiiiight. W-well, we'll show them in the next chapter. Also, I know this was a short chapter, but the next one will be longer, so don't stress out, and forget about COVID for a minute or two.

Also, decided to make a new son for King Piccolo as he was born to be a glass cannon type fighter. Does and takes a lot of damage, its Flut. Meant to sound like Flute, but spelled different.


	14. Attack near lookout! Kevin's past?

As Ben made his way back to the lookout to resume his training, he felt a presence nearby. A new, familiar presence... Ben rushes to this strange presence and notices that it's from the same bamboo forest he nearly burned down. Ben lands onto the still soot covered ground, and looked around cautiously for that presence he sensed. Ben was moving more and more until he heard a twig snap from behind him. Ben whirled around, got into a stance, but nothing was there. Ben stood in place, scratching his head like a monkey discovering tools for the first time... and then he quite literally felt it. He felt a metallic object knock on his head, and Ben whipped around, getting angry. From behind him was a tall man, who wore a ragged and tattered cloak, and black metal gloves. His face was obscured within the cloak, but something was obviously wrong. Ben powered up, noting that the figure got closer. Ben knew he was out of his league just by the power he felt radiating off of this stranger, so he went for a mental approach and dialed in one of his forms and transformed.

In Ben's place, was a slim, but slightly stocky built shadow djinn-esque lifeform. It wore a White Arabian vest with Green outlines, had dark black skin, wide blank white eyes, and white Arabian baggy pants with Green Sandals. The lips on this alien were exaggerated greatly. The creature had pointy ears, and obviously a turban. In place of the gem on the turban was the Omnitrix. The Alien said nothing, but the cloaked figure immediately recoiled, thinking Ben was some form of unforeseen demon, and ran. "Wow, just by looking at this guy, he ran. Ha! Incredible. Master Popo will be most pleased with this revelation. Ok, you worthless trinket, turn me into the Lepidopterran form... or do you want to second guess the power of **Djinnx?**" Djinnx said, smiling creepily. In a quick flash of light, the djinn was replaced with a huge Putrid Bug lifeform.

As Stinkfly fluttered upwards, he felt that presence come back. Stinkfly turned back down and began firing Ki infused Goo blobs at the stranger. The stranger moved with such ferocity and speed, Ben assumed he must've missed and forgot to aim, but the stranger lept into the air and threw what seemed to be sand into the insect's eyes. Stinkfly tapped the Omnitrix and was replaced by Diamondhead, who began firing diamond shards more precisely, trying desperately to predict his opponent's next move, but somehow he was getting beat by some stranger who wanted to fight him. Ben went on the offensive and turned his hands into spiked crystal blades, ready to cross this strange warrior. The warrior fought with such technique and brutal tenacity, but eventually the stranger fired a yellow beam of ki and hit Ben square in the head, destroying the top half of Ben's head, causing him to fall to the ground. The stranger quickly ran off as 3 power levels started to home in on the warriors. Ben blacked out as his head regenerated, the last sight Ben had was Kami using a healing technique, Popo looking on for the supposed attacker, and Kevin, who came a bit too late to lend a hand against whoever had attacked. Ben then fell in to an unconscious state.

* * *

3 days pass, as our hero has not yet awoken. Kevin spends time explaining to the guardian of Earth and his assistant that Ben helped him out with a problem of his own with people he knew. Kevin spent his days training and almost going crazy after spending an hour in the HTC before leaving. Kevin was thoroughly surprised by Kami's generosity to let him wait on Ben when he wakes up, if he ever did.

* * *

Deep within Ben's mind, A huge padlock held in white and green chains begins to slowly shift. Cracks in the chains have already been made, as well as on the padlock.

'_need to wake up._'

'_I have to... try to move._'

**'_WAKE UP, YOU FOOL!__'_**

Voices were swirling around in the depths of Ben's mind, and soon enough, the chains and the padlock began to break. As the voices echoed throughout, the more the restraints and chains began to falter. As the last voice echoed in the abyss, the chains and padlock broke into pieces, revealing-

* * *

Ben's eyes snapped open as a thud could be heard. Ben rubbed his head and saw that Kevin was trying to reposition one of the physical dummies he knocked over. Ben chuckled to himself and began to get up until he felt a blistering headache, causing him to fall back onto the floor. "You should really be careful, just waxed the floor, to make balance training a bit more difficult." Popo said to the wincing Ben, clutching his head in pain as he felt something... fade.

It wasn't just one thing fading, it was growing as the feeling was coming in waves. Ben had to see what was going on, and noticed that Kami and Kevin were feeling it as well. "I recognize this feeling... I don't like it. We need to check it out." Kevin stated. "I cannot. I am no warrior, but I see that Ben is awake, and feeling the adverse effect of my healing technique. If you both feel up to it, check it out and take caution... an evil is upon us." Kami said. Ben tried to use the Omnitrix, but it seemed to still be recharging, after 3 days went by. Ben and Kevin made their way to the source if the fading energies to figure out what exactly was happening, and Ben started feeling denser than expected of someone of his stature.

* * *

**_South City_**

Everyone is in a panic and trying to flee the city was a failed effort as most ended up dead or worse if they actually got too far. Ben and Kevin land discreetly in an alley, trying to make sense of the commotion. "So, what is going on here? I've been in mosh pits that are calmer than this." Kevin said, surprised by the chaos. It didn't take long for whatever was causing such a ruckus to show itself. It was big, but in a rounded way. The thing was still huge though, as it towered at a height equal to the hospital. "Nevermind, found it." Kevin stated. Ben and Kevin powered up, causing the huge creature to remain unphased. Ben noticed quickly why else people were panicking, as the trees and the ground beneath them was mutating in a way. Ben grabbed Kevin and jumped up to a nearby rooftop. "This won't be good for a lot of people. We need to stop this thing at any cost. Kevin, focus on getting people to a safe zone and when you finish up, start attacking with all you got." Ben stated. Kevin made his way to the panicking people and directed them to the hospital. Ben was blasting the huge creature, but his Ki blasts just bounced right off of its tough shell. Ben decided for a more physical plan of action, and dialed in Fourarms. In a flash of light, Fourarms was on the scene, ready to kick ass and take names for later. The tetramand slammed all four of its fists into the creature, but it seemed that this thing was tougher than Ben expected.

Fourarms slammed on the Omnitrix and became Heatblast, laying down ki infused fireballs and rocky projectiles, but not a single scratch or burn was ever formed. Ben began cycling through each of his forms, in hopes that one of them was strong enough to do something productive. Wildmutt failed, Ghostfreak didn't invoke fear into it, Upgrade couldn't lay a dent, Grey Matter was too small to be considered a viable threat, Ripjaws nearly broke his jaw trying to bite it, XLR8 got winded by the time this thing did nothing else that showed it being affected, Diamondhead tried to pierce the armor, and failed, Stinkfly didn't irritate it enough, Ditto was inable to inflict any pain onto it, Upchuck couldn't eat it, Feedback couldn't absorb anything from it, Djinnx couldn't will it out of its course of action, and Paintenna lost both of his arms trying to power up a Ki bomb technique, even though he grew them back, Ben tried to figure out if there was a definitive way to beat this creature, and remembered Cannonbolt. Ben dialed in Cannonbolt and began spinning in place until he launched himself into the creature, bouncing around inside it and breaking it from the inside. Cannonbolt broke through the shell, covered in blue goo and blood. "I thought Stinkfly was gross, turns out I was wrong. So wrong." Cannonbolt said as he turned back into Ben. The creature screeched in pain and writhed in agony, nearly crashing into the hospital as Kevin was able to kick its corpse out of the way and onto the empty streets.

As Ben and Kevin exhaustedly try to explain this disaster to the local authorities, 3 aliens in Black and white robes descend. A blue humanoid, A green Bipedal slug man, and a short bipedal 6 armed yellow alien. The yellow Alien grabs the huge creature, and can only recoil in horror. "The great one... he's been silenced." The yellow Alien trembled. Ben and Kevin made their way to the 3 aliens in hopes to get answers of somesort. "Hey, you guys with that over-engorged thing over there?" Kevin asked, directing attention to the late great one. "Did you two slay him? You just seem like normal humans... How is this possible?" The blue alien asked curiously. "What was that thing and how soon can you creeps get off of my planet?" Ben asked angrily. "You will not address us like that, human, if you value your life." The green alien stated. Ben grunted and his aura flared to life, actually knocking the three aliens off balance. "I won't ask again. Explain yourselves, NOW!!" Ben exclaimed. The yellow creature pulled out a device and aimed it at Ben. The device beeped rapidly, and then blew a fuse, signifying that whatever it picked up was too much for the device to register. Ben glared at the invaders, sparks of energy surrounding him as his aura intensified by the second. The aliens backed away, and retreated to the skies in an attempt to flee the powerful force they were up against. Ben powered down and took a deep breath, calming himself down and decreasing his power so he didn't arouse suspicion from anyone or anything nearby that could sense energy. Ben and Kevin were praised by the citizens of South City for working with the Alien heroes and stopping the huge alien creature and its 3 supposed followers, and went back to Kami's Lookout.

* * *

Ben and Kevin are halfway to Kami's and Ben starts to feel himself getting heavier and getting closer and closer to the ground. "Kevin, A little help?!" Ben exclaimed. Kevin tried to hold him in one spot, but he just kept getting closer, taking Kevin with him. Ben dialed in Grey Matter, but couldn't become him. As a matter of fact, he couldn't become any of his aliens. Ben landed on the ground feet first, and came to a startling halt as the path broke and cracked beneath his feet. Ben was quite the unhappy camper as he realized that he couldn't fly anymore or use his aliens. Ben was becoming more and more frantic about the situation, and Ben decided to keep going till they got to the lookout again, and Ben could sleep this off as his body was becoming more and more stiff, and felt that training would break something.

* * *

Back at the lookout, Kevin explained the situation to Kami and Popo and also noted Ben and his condition. Kami's healing technique would only slow it down, but it would still be advancing. Ben was trying desperately to sleep, but the pain in his body swelled and burned like he ate something that could've been from Heatblast's home world. Ben's skin felt cold to the touch and as hard as a rock. Ben's rocky skin showed signs that it looked like it was melting. Ben tried to fight the change and use the Omnitrix, only to see it has been turned to stone. Ben was beginning to panic as his skin melted over his facial features, His hands melted into his arms, leaving nubs, same thing with his feet, his muscles increasing in size, but no longer having the ability to touch, smell, hear, see or taste is unnerving for Ben, who trained his entire body to adapt, but this was a terrifying experience for Ben.

Ben's white skin began to develop the texture and gray color of stone as white Marble wristbands formed on his wrists and ankles and his pants became black spandex shorts with the Omnitrix forming on the entity's lack of a face as a Black helmet wraps around and fits itself onto the entity's head. Ben stumbled every which way and eventually fell off the side of the lookout, crashing through Korin's Tower and making a 14 ft. Body shaped indention in the ground. The creature climbed out of the hole and seemed almost unphased by the impact. The creature made its way to the pond nearby and saw itself. Its body was cracking, but it was quickly repairing itself. Whatever this thing was that Ben became, he obviously didn't know what it could do or how to even move without running into something or someone blindly. Suddenly, The wind blows by him and he performs a spin kick, destroying something upon impact. Ben seemed to see colored outlines in a world of pitch black shadows. Seems that those green monsters came back for Kevin... and Ben wasn't gonna just stand by and let it happen.

"Well well, looks like this little brat has something he wants to say, but I guess actions speak louder than words... I respect that! Being it!" Drum stated. Flut, Cymbal, Tambourine and Drum charged at him ecstatically and before either of them realized it, the alien jumped in the air, gaining a lot of height, and slammed its foot nubs down on Drum's skull, quickly sweep kicking Cymbal in the snout, nub jabbing Tambourine in the face and uppercutting Flut into the pond as he somehow countered the demons and proceeded to whoop their asses sixty ways back to last Sunday. This alien seemed to constantly throw hits in the precise areas that would be weakpoints by studying the differing bio waves that shape his opponents. If any of them got close to hitting Ben's weakpoint, the alien instinctively headbutt the hell out of who tried to land a hit, incapacitating them. By the end of the fight, Flut and Cymbal were both incapacitated while Drum and Tambourine were constantly fighting the blind and literally senseless alien.

Kevin was about to jump in until Kami told him to not to intervene. "There is something you and I have to discuss, young man. Ben can handle himself, but you couldn't have gotten this strong on your own. The demons down there... you know where they came from, don't you?" Kevin was nervous. This old green thing read him like an open book, and he was questioning directly about the Kanji on his clothes. "You were trained by an evil man... a man who bore a resemblance to me... explain yourself immediately." Kami said sternly. Kevin had no other choice. He didn't want to lose Ben's trust, so he complied. "It started 3 years ago." Kevin started.

* * *

**_3 Years ago..._**

"But Mr. Piccolo, don't you think they need help?" A younger Kevin whined. An elderly green man with a dark saturated purple Gi and Red wristbands stood and faced his back to the child.

"They don't matter, and they'll never matter... It's what you don't understand specifically about our goal to conquer... not to fraternize. Now go join your brothers for dinner, it'll be ready soon." Piccolo stated. "B-but I-" Kevin flinched as Piccolo whipped around, glaring at the child. "Y-yes father..." "Yes what?" Piccolo inquired. "Yes... master." Kevin said as he ran through the halls with tears in his eyes.

As Kevin slowed his running and dried his tears, he was face to face with his 'brothers'. "Heyy Kev, why the long face?" Drum asked sarcastically. Kevin said nothing and continued to say nothing as strange looking meats and veggies were brought in cooked and smothered in various sauces. "Well Kevin, aren't you gonna say thanks to father?" Flut mocked. "Choke your food down, I lost my appetite. Take mine, you look like you desperately need it." Kevin gritted as he left. Soon after, Kevin came face to face with his master. "I want to take the final challenge." Kevin stated clearly. Piccolo didn't face his human protege, but gladly felt an evil warmth in his heart. Kevin went to bed that night, and knew ahead of time, what was going to be done.

* * *

At the crack of dawn, Kevin was bare chested, wearing only a Purple Tunic with the Kanji for Novice embroidered on it and torn up baggy shorts. Kevin's challenge was to face his master, and make the penultimate decision. Kevin ventured far and wide, and one by one, through sheer determination and hard work, Kevin triumphed over his 'brothers' and made his way to the coldest place in the forest to confront his master.

Kevin was ready to end this, and Piccolo could tell. "Well done, Kevin. You defeated your sibli-" "They aren't my siblings, I'm not your son, let's get this over with!!" Kevin exclaimed. He charged at Piccolo, who almost got hit as Kevin rushed at a crazy speed. Piccolo and Kevin tried and tried to one up each other in strength, speed or technique, but both of them were constantly holding back, but Kevin felt something... something that made him lower his guard for a second. Kevin thought he saw somesort of robed figure watching the fight, but Kevin felt the wind leave his lungs and the adrenaline began to stop pumping. Piccolo kneed Kevin in the gut and palm punched him into several trees that collapsed onto him.

"Is that all you got? I'm surprised at you Kevin, you bested me before, now you can't? Your sentiment is nothing more than a weakness. Either discard it and fight like a man that's ready to die, or die like a coward who misses his mommy." Piccolo taunted. Piccolo didn't have time to notice that Kevin wasn't under the trees anymore and felt his spine shatter. Kevin got behind him and slammed his head at lightning speed into his master's spine, and proceeded to kick him to the ground.

"I won, and my prize is leaving. You are not my father, those freaks aren't my family. When I come back... It'll be to finish what I started." And with that, Kevin walked away and immediately ran away. From then on and to this point in time, Kevin was a kid that could fight, and had trouble trusting others, only when they spark an interest does Kevin buy in to what they say. Kevin began to also hear more and more horrible rumors about his former master, dubbing him Demon King Piccolo, seemed all the more fitting.

* * *

Back in the present...

Kevin's eyes were watering, as he did kinda see Piccolo as the father he never had, as Kevin was a street orphan, after being taken in by Piccolo, he was taught how to fight, but as the years went on, Kevin wondered why Piccolo hurt more than he helped... now he doesn't, and wished he had killed him right then and there. Kami and Popo showed their sympathy and would be more than happy to give Ben a training partner around his age, and as soon as they said that, the Alien Ben became was sent flying above to the lookout and crashed against the HTC.

Popo was about to help him up till the Alien jumped to its nubs and seemed to be glaring and waiting for Tambourine. As Tambourine landed on the lookout, Tambourine was bewildered and confused to see their... no, that wasn't their father, but before they could elaborate on that, Kevin and The featureless alien jumped and clobbered the hell out of Tambourine. The featureless Alien shoved Kevin above him as he began spinning and heading to the nearly unconscious Tambourine. As Tambourine went wide eyed, the Alien pierced Tambourine's gut with its nub feet and kneed the hole to increase the pain. As Tambourine got up weakly and regenerated his wounds, he and his brothers retreated. "Nice job Ben, you gave them that one two, y'know?" Kevin exclaimed excitedly. Ben made a gesture that was supposed to be a thumbs up, but y'know, no hands or feet or features at all.

As our heroes venture back up to the lookout, The Omnitrix begins flashing Red and in a flash of red light, Ben is returned to normal, and seems to be gasping for air. "Finally!! I can breathe!!!!" Ben exasperatedly cheered. Ben explained that the Omnitrix had flashed yellow whenever he went interior destructor on that huge Alien creature, and Ben might've found out why it glows yellow. It means that if there's a species of alien or a creature that isn't recognized by the watch, it will scan the DNA sample of that creature and create the prime example of it, whilst still making it like Ben is that creature. For Paintenna for example, whatever they are, the antennas point down, but his antennae point up, because apparently, it helps with improving mental focus on the rare case mind control is ever a thing.

Then Ben gets back on track and asks Kevin why those green guys are after him in the first place, and Kevin begins to wonder if he should tell him. Kami and Popo go off to check some plants they recently harvested, leaving Kevin no other choice but to explain everything. When Kevin gets to the part of seeing a robed figure watching the fight, Ben was curious. Ben asked if the robe was tattered and apparently, yes it was. Ben wondered for 3 years about that guy and was unsure how to properly process this information without sounding crazy. Ben accepts Kevin for standing up to a cruel and unjust savior, and commends him for telling him now, rather than never at all. With their trust strengthened by the truth, there's no one that can stand in their way.

* * *

Back in Ben's old Universe, things have begun to shift. On a distant and unlively planet covered in plantlife, a radio crackles to life.

_'You hear us right folks, unfortunately. Vilgax, the conqueror of worlds, is tearing and flipping every planet upside down, inside out and into a million pieces to find a Galvan device known as the Omnitrix. Apparently the device was en route to a planet called Earth.What the device does, well, Vilgax was extremely vague as he held me hostage and questioned me. I have the scars and memories to prove it. Whoever has it, hand it over, Vilgax may spare us yet if you do. As a matter o-of.. fact, wait he's on his way? Oh god. Please, whoever has the Omnitrix, come forth and hand it over!! He- He's gonna what?! Blow up the planet!? He can't be serious!!! OH DEAR GO- ***Static crackle***__'_

"Xylene... Myaxx... Please, I need your help... Vilgax will stop at nothing till he has it... I'm hearing rumors that whoever has my Omnitrix, took it supposedly to another world, one that mirrors ours, with the exception that the Omnitrix...

_it never existed in that world._ Utilize that Intel for your own purpose, it's all over... Azmuth out." Azmuth stated through a crackling communicator.

**"To withstand the challenges ahead, one must learn to work with others. As Ben and Kevin learn to trust one another more, with a sliver of Kevin's past revealed, and another enemy to expect a fight from, more allies are to be expected. What's next for Ben? What else is Kevin hiding about his past? Will Kami tell the boys about his real origins and his connection to Piccolo? Find out next time on Ben 10: Journey Back Home!!!"**

* * *

Hey guys, hope you enjoyed this chapter, bit lengthier than most, included some story based connections connecting what happened during Ben's 3 years of solicited training on Kevin's side of the spectrum, as well as a snippet of a species of alien driven to extinction by Vilgax, which was how Ben became that form. If you got an idea for what the Alien should be called, comment it.


	15. Many turning points! The end forebodes!

As our heroes brush off the uncertainty of one another, Ben thinks back to the chains and lock in his mind. Something powerful had broken out of its restraints, and Ben was worried. Ben then felt Kevin's Boot knock him to the ground, snapping him out of the worriful trance. Ben rubbed his face, looking up to his friend.

"Yeesh doofus, you're supposed to be focused on training. What's on your mind?" Kevin asked jokingly. Ben hesitated on his answer, and took a deep breath. "I'm trying to remember what I saw... when my body was working against me." Ben said. "What? What else could you have seen?" Kevin asked, semi curiously. "I saw a white void... And huge restraints held by a bigger padlock. I woke up before I could see what was being restrained, but I feel like we need to leave. Find more of these." Ben explained. Ben pulled out the Dragonball he had and showed it to Kevin. Kevin was more or less surprised. Ben explained the same info that Metallitron once told him about the Dragonballs. Kevin was intrigued, mainly because he wanted to repay Ben for having his back, since most haven't had his. "Hey, let's go find them then. The Dragonballs, 7 of them together can grant any wish. I'm gonna help you find them so you can get home, can't have my friend getting homesick, can I? Besides, no matter where we are, I'llalways have your back." Kevin said, smiling confidently. Ben was surprised that Kevin wanted to still help, despite all they'd been through, separate and together, Ben was kinda overwhelmed with a comforting feeling and the two teamed up. Ben and Kevin said their goodbyes to Kami and Popo, made one last stop at Korin's, who was still miffed at Ben for breaking his roof, and the two made their way down go the ground, ready to go.

* * *

"So Ben, were you going to some other place before ending up at the lookout?" Kevin asked. "Yeah actually, I was taking a bus to Mountain Fry-Pan, and to this day, still don't know why it's called that. I'm thinking it has something to do with food." Ben said. As Kevin and Ben wandered down the path neighboring the hidden path to Korin's Tower, the two heroes decide that they should try getting more training, and bettering the grip on the power they already have, and the two ready to spar.

Ben cycled through his forms, looking at the icon that was the featureless alien he became. Ben twisted the dial and landed on Heatblast, deciding that despite using him against the huge alien that attacked South City, Ben felt like he had more of a handle on his other transformations, and Heatblast seemed to be the most neglected of them that had no training whatsoever. Ben pressed the dial down and was replaced by Heatblast in a sudden burst of Green light. "Hope you're fine with me using Heatblast, because I have not had any practice with him as of late, so this training will be a learning experience for me." Ben explained. Kevin chuckled and got into a stance, and Heatblast did the same. The heat radiating from the alien alone was starting to make Kevin sweat, but he persevered.

The two suddenly charged at one another as the colliding powers shook the earth they stood upon. Kevin grabbed Heatblast's arm and flipped him over and kicked him away. Heatblast countered immediately by firing ki infused fireballs, directing them to follow Kevin like heat seeking missiles. Kevin got hit by two of them, but quickly decided to try a trick he saw his former master use. Kevin jumped in the air, blasting small ki blasts at the ground around Heatblast. Suddenly, all the heat seeking fireballs crashed into the ground, burning the grass upon impact and detonation. Heatblast leaped up and threw a punch to Kevin's chest, who blasted Heatblast in the face with a ki wave, knocking Heatblast off guard. Heatblast fired a ki powered flamethrower in Kevin's direction, when Kevin countered it with a Ki wave of his own. As the energies collide, the beam struggle seems to be a tie until Kevin starts to get pushed back. The fire was rising, becoming more and more powerful and hot, scorching more and more of the earth beneath, who is trying desperately to push Heatblast beyond his limits. Ben even knows what happened the last time Ben pushed himself too much as one of his aliens, and it almost cost him an arm and his head, but Ben was trying, like he had nothing to lose. This was just sparring, why was Ben taking it so seriously? Kevin put more effort into keeping his ki wave stable, but the heat on Heatblast was getting more and more unbearable by the second, and before Kevin gave up, Kevin maneuvered his Ki wave upwards and pushed the flamethrower up with it. Kevin quickly gave up and dodged anything that could've just shot at him unexpectedly and deal him serious bodily damage. Heatblast's flamethrower shot into the air, quickly dissipating as the heat began to quickly reduce, as well as the fire burning from within Heatblast. Almost immediately, Kevin got a good look at Heatblast, and noticed something drastically different from the Heatblast he had a fist fight with. Instead of the bright tanned Yellow flames and Red rocks, the fires had become a scarlet color, becoming extremely vibrant and waving violently in the absent breeze, and the Red rocks had become a deep bronze color. Heatblast's stature had slouched, and Heatblast seemed to tower over Kevin without having to slouch at all. Basalt veins seemed to have also grown onto the flaming rock hero. Heatblast's own body seemed to have beefed up a slight bit, like Heatblast had utterly changed completely. Almost immediately without warning, the scarlet flames brightened to be a red-orange hue, and the bronze rocks seemed to become a deep ruby red hue. In a flash of red light, this Heatblast was replaced by an exhausted Ben, who seemed drenched in sweat and was overwhelmed with exhaustion.

After a moment's rest, Ben got up, dizzy, dazed and fully aware of what had transpired. "Well, nice to know you broke a limit, but warn a guy next time, you almost roasted me like a chicken." Kevin stated. Ben looked at him and though he saw everything happening, he wasn't sure if he was in control. Especially when Heatblast just suddenly changed on him, he had no clue what that was about, but began to wonder if his other aliens could do that.

* * *

As Ben and Kevin rested for the moment, they ventured on and kept going onward on the path. Ben was looking down at the Omnitrix and couldn't get the incident with Heatblast out of his mind. Kevin was also curious about the subject, if Ben had no idea that Heatblast could do such a thing, then what chance did he have that the other alien transformations he had couldn't do this as well? Many minutes later, Ben turned to the front of the path and saw SixSix holding up 3 rather strange individuals. An older girl with Blue hair and a red jacket on a bike, a stout bipedal pig man and a kid with spiky hair, a blue gi, a pole and... A monkey tail.

Kevin could sense something from Ben, and he saw that Ben's aura was starting to emerge, Ben's power was growing, and Ben knew he had to keep his cool. To kill a kid, that isn't okay, but he needed answers... answers that sotoroggian bastard was about to completely destroy. Ben grunted, gritted his teeth and bolted towards the alien bounty hunter with rage in his veins.

"L-look, I'm sure we can w-work something out, right guys? Oolong? Goku?" the blue haired girl said as she shook. She saw some crazy things, but this guy, his armor, weapons, gadgets and even his language were extremely too bizarre for her. Goku froze as he didn't know what to say, but knew he had to fight. Oolong, the pig man hid behind the bike like vehicle. It wasn't until Goku sensed something powerful coming their way, and out of nowhere, A boy, around the age of 10 or so, had slammed his foot into the unknown agressor's cranial region, sending him flying a few feet.

"W-what the?!" The girl panicked as she was trying to make sense of all this. Goku, the girl and Oolong took notice of the gruff and slightly surprised and impressed 11 year old punk. "Didn't think you'd have it in you to smack someone, or in that thing's case, something that hard." Kevin said with a smirk.

"That was nothing, when the time comes... I'll get serious again." Ben said, turning to the terrified but curious and thankful travelers.

"You guys alright? I apologize... that guy was with two other individuals and they were, heavy emphasis on **_'were'_**, after me and a buddy of mine. Not necessarily Kevin here, but I guess he's along for the ride by meeting me, as are you three. Let me explain and introduce myself, I'm-" Ben was cut off by a blast of energy that knocked him back. "Kevin, you get him. I'll explain to these guys that it's not easy to understand that aliens exist... I think." Ben told Kevin. Kevin smirked confidently, and charged at the sotoroggian, ready to fight.

Ben held his hand out to the three. "As I was about to say, I'm Ben. Ben Tennyson. That guy who's planning to beat that bounty hunter with everything he's got, is my friend Kevin. Can I ask who you are?" Ben said with a smile on his face.

"You got some strong power, Ben. I'm Goku, nice to meet you. The pig guy is Oolong the 'terrible', but he's kinda just scared most the time, but still a great guy. The cowering lady is Bulma, a real smart one, she is, a bit rude, but fun nonetheless." Goku introduced. Ben shook her hand and glanced over at Kevin to see he had easily whooped SixSix. "We've been everywhere trying to find certain artifacts that can grant us a wish. You might not have heard of them, they are-" "The dragonballs? I know about those, I'm trying to collect them myself, but we don't exactly know where to look for them." Ben stated sheepishly. Bulma was curious about how these kids knew of the Dragonballs, but knew she shouldn't tell them she has five of them already. Ben pulled the 5 star ball out of his pocket and showed it carefully to the three, who stared in splendor. "What's your wish when you get all seven?" Goku asked. "Probably a toy, or maybe a headband." Oolong said sarcastically. Oolong then flinched at Kevin's glare. "I'm trying to get home, nuff said and I don't want to worry my folks. If I can't get home... I guess I can hope to get one last chance to... t-to..." Ben's mind wandered and flashed back to his world, the moment he got the Omnitrix... and tears were welling up in his green eyes.

* * *

**_Ben's old Universe_**

**_Three years ago..._**

Ben ran through the woods and saw the campsite torn and the rustbucket destroyed and burning. Ben looked around frantically and found his cousin. Bruised, slightly burned in the face, tears on her face, broken bones and a bleeding wound. "GWEN!!!" Ben exclaimed. Ben was unsure of what to do.

"D-don- _*sniff*_ Don't worry, I'll find Grandpa... we'll get help, you'll be f-.. you'll be fine!" Ben struggled to get the words out and felt Gwen weakly wipe the tears. "It... it hurts... Ben, I... I'm s-sorry for... calling y...ou... a.. a-a doofus... Get out of here... They won't ever stop... Promise m-me, you.. *inhale*... You will s-stop them... _p-prom..ise..._" Gwen weakly smiled, let out a faint chuckle, and she went limp. A minute passed and her body glowed, fading and disappearing from his hands in a white mystical dust. Ben's tears just kept streaming and pouring from his eyes, and Ben ran around to find his grandfather, but found only a piece of his hawaiian shirt dangling on a branch, with a red liquid stain on it. Ben started to see 5 individuals in armor come his way, and he froze up, then and there as the energy blast was about to kill him.

* * *

Back in the present day...

Ben wasn't saying anything anymore, as he choked on his words as subtle but noticable streams of tears flowed down his face. Ben gripped the Dragonball and tried to keep a straight face, but felt someone wipe the tears from his face. It was Bulma. "I'll Tell you both what's gonna happen. You come along and help us find the Dragonballs, we'll let you get the first wish, because the tears in your eyes speak more volumes than any word you could've said, deal?" Bulma offered.

Kevin quickly intervened. "What's the catch? You seem suddenly generous and nice, but when Ben saved you, I remember you recoiling in absolute fear. A kid with a monkey tail on a yellow cloud doesn't make you scared? Just saying, seems suspicious." Kevin said skeptically. Ben dried his tears and thought it over for a minute. "You got a deal, but you can't judge me for... my other powers, should the time come that I need to use them, okay?" Ben asked. Bulma nodded, not sure of how she was going to get her wish now, but maybe she'll come up with something soon.

Kevin sat behind Bulma, Ben rode in the sidecar next to Oolong, and Ben noticed that Goku was eyeing the Omnitrix curiously. As the five get going down the path, SixSix gets up and tries to land one more hit with his blaster, but the blaster breaks and blows up in his hand, and starts to curse in his native language as our heroes are on their way to the next ideal spot for looking for the Dragonball. All the while on the way to the next locale, the Omnitrix begins to spark and silently cycle through every alien in the watch thus far, until it stops and bugs out on Ghostfreak's icon.

* * *

After countless hours, and many frantic detours, our heroes made their way to a desert where supposedly, a bandit and his sidekick were always on the prowl for loot of any kind, or strangers to rob.

"Are we there yet?!" Ben briefly asked in irritation. "For the 25th time Ben, NO!!! Maybe if you used your 'special powers' to help us find the Dragonball, it wouldn't take this long!" Bulma said angrily. In a way, Bulma was like an older Gwen, but far more susceptible to the annoying. Also, Blue hair, not Orange. "I keep on telling you, it doesn't work like that." Ben stated. Suddenly, the five are stopped by a long haired individual, holding a huge blade and a floating light blue Cat by his side.

"Stop!!" Ben exclaimed. Bulma pumped the brakes, narrowly missing the individual, who then tried to smoothly walk on over.

"Hi there, you guys seem a bit lost, because this is my neck of the desert. I'm looking for a more proper stash of treasures, or something worth alot of Zeni. You guys don't have anything like that, do you?" The individual asked calmly, making it obvious to Ben, Kevin and Goku that this guy must've been the bandit, and the cat must've been his sidekick. "Of course not, but you wouldn't hurt an innocent girl like me, would you~?" Bulma said flirtatiously, making the bandit blush and smile sheepishly. Ben turned green for a second, and immediately swallowed his lunch to say something.

"Really? You have some horrible taste in guys, look, that guy doesn't even have all his teeth!" Ben remarked. The bandit was awestruck that a kid could say he was the definitive horrible taste, and soon got an eyeful of the watch on his wrist.

_'Some kind of watch like that might sell well on the market. Maybe I can also get some treasures off of her if I follow. Gosh Yamcha, you're a genius!'_ the bandit thought to himself. Yamcha backed off and told the cat his plan, who also backed off, making Kevin suspicious of them almost immediately. "I don't like this, we should just go." Kevin inquired. "Fine, and Ben, WHAT DO YOU MEAN WHEN I HAVE BAD TASTE?!" Bulma exclaimed angrily. Ben nervously chuckled and rubbed the back of his head, hoping Kevin or Goku could back him up.

As our heroes take off, Yamcha walks over to his hidden desert cycle. "We're gonna follow them, aren't we?" The cat asked, holding onto Yamcha. "Of course, Puar, we wouldn't be smart thieves if we didn't!" Yamcha said confidently, following them at a subtle proximity.

* * *

As the five stop for the night, Ben decides to utilize this time to train his Alien forms a bit more. Ben goes to the woods as Kevin and Goku both knock out for the night, thanks to Oolong slipping something in their drinks, Puar and Yamcha show up and Oolong, disguised as Bulma, is taken by Puar, disguised as Goku, Yamcha tries to find any treasures and ends up groping Bulma in her sleep. He eventually finds out and just mumbles 'not balls' quietly as Puar worries about him.

Back in the woods, things are going to a crazier state of awry as Ben was training as Ghostfreak. Ghostfreak seems to be shaking and resisting Ben's attempts to gain back control, and unfortunately, Ben is pulled out from the guttural abyss that was Ghostfreak, and Ghostfreak began tearing himself up until a more terrifying version revealed itself screeching and groaning in a raspy way that sent chills down Ben's spine. Ben blasted a Ki blast at it, which seemed to actually hurt it. As the demented Ghost alien growled in pain, Ben ran all the way back to the others, not knowing that Ghostfreak was going to be far more of a problem later.

As Ben got back in with cold sweat dripping down his face, he saw everyone getting scolded and chewed out by A tired and extremely aggravated Half naked Bulma. Everyone turned to Ben, who looked pale and terrified beyond belief. "Ben? What happened, did they do something to you? I'll have to-" Kevin's face went from one filled with anger, to a face filled with sheer terror. From behind Ben, in the starry sky, an ethereal shadowy figure is maneuvering through the skies, almost like some twisted phantom. One by one, the bandit, Goku, Bulma, Oolong, and the cat had layed their eyes on the ethereal monster. The only thing Ben could muster was the will to slam the door shut. Ben never felt such fear before, not even from clowns, Ben just sat down, gazing at the Omnitrix, just pondering, one question escaping his lips, alerting everyone in the room, fear shaking the shapeshifting hero to his core.

"What in Kami's name have I unleashed upon the world?"

* * *

Meanwhile, in other world, everything seems to be in complete chaotic disarray. "WHO DARES DISRUPT THE WORK OF KING YEM- HUH?!" A booming voice calls out. A huge man with black facial hair and Blistering red skin in a Purple suit stomps around through destruction, to only be met by an ethereal monster. Claws as sharp as scythes, weathered and torn fleshy skin tore and dangled off the creature, revealing bone and black and white tendrils slithering inside the Monster. The skull of the monster was upside down, as a crazed, but collected purple eye glared at the gatekeeper. And suddenly, the creature lunged to the bottom depths of what can only be described as Hell, and Yemma looked down, grimacing in horror as he could hear the denizens of hell screaming. Whatever that thing is, it was worse than Hell...

_Far... Far worse..._

* * *

As the sun rose back in the mortal world on Earth, Kevin is frantically looking around the area for Ben, as he was just gone. Goku tried to get a skywide view, but was immediately feeling an unexplained chill in the air. Goku flew down and started donning some snow gear, even the others were getting layers on, completely confused by why frost and snow were suddenly coming out from nowhere.

"Is this one of Ben's powers?" Bulma asked in amazed bewilderment. "If it is, I'm a bit impressed." Kevin said intriguingly. Suddenly, a creature appeared from the snow below them. It was as big as a bear on all fours, but it was very reptilian like. Its body was covered in light blue scales as its glistening green eyes had joy and contentment within them, The creature had a black body suit with White Ankle guards, one of them having the Omnitrix on it, revealing that this thing was indeed Ben.

"Ben?! What's this guy supposed to be? I don't remember seeing this guy in our training sessions!" Kevin said in astonishment as he noticed the Omnitrix. Bulma, Yamcha and Goku recoiled in surprise that this was the same kid, but Puar and Oolong glared at the alien for supposedly stealing their gimmick. Ben tapped the Omnitrix and turned back into his human form, as the snow and frost quickly disappeared. Ben faced the others, his smile becoming serious.

"Let me explain something, or more specifically, let me explain _myself_. My powers are technically shapeshifting, but it's on a more galactic scale. Believe it or not, I am the aliens you might've overheard rumors of in South City. I didn't become a hero to get Zeni, fame, or publicity. I did it to do the right thing, but everything that's happened made that difficult. Let me know I can trust you guys, because where I come from... it'd sound unbelievable. I need all the help I can get, but I'm unsure of what I'll find back home, if I even can get back home with the dragonballs. Let me know I can trust you, because I don't want to jinx things." Ben explained.

The group stood still, but sure that Ben wanted to trust them, but felt inclined not to. Did it have something to do with the phantom monster they saw?

"Ben, I was real curious about you, but hearing you make such a statement is interesting. There might be more you keep to yourself, but you seem like a good person, I say why not? I'm quite excited to see how strong you are." Goku said happily, punching Ben in the shoulder.

"Yeah Ben, you ain't got nothing to be ashamed about. We are in this together!" Kevin exclaimed crazily, giving Ben a quick noogie. As Yamcha saw the three boys try to one up one another, Yamcha is reminded of a distant past memory from his youth. "Hey Bulma, you guys are trying to find the Dragonballs, right? I think I know where one of them might be. If your radar is correct with its knowledge on geography, it'll be at Mountain Fry-Pan, guarded by the Ox-King." Yamcha states worriedly. Ben takes note of this, as he was originally going to Mountain Fry-Pan before being abruptly stopped.

"Yamcha, you seem to know a bit about this place, but what's the catch? You sounded a bit worried." Ben asked. "Its surrounded in fire, but we do know where to go to get what we need to put out the fire. Bulma just doesn't like going there, supposedly after the first few times she was there, it was rather uncomfortable." Goku explained, not knowing what was so bad about it.

"If whatever you need is there, why not just go get it and immediately leave?" Ben wondered. "It already belongs to someone, Ben. I suggest that maybe we-" Ben knew Bulma was stalling and trying to get off the topic, and if being Gwen's cousin taught him anything, it was that something strange was there that freaked her out, or she was being a chicken. "Then let me go get it, Kevin and Goku can back me up while you shake in your boots because you're too chicken." Ben teased.

Bulma nearly popped a vein that Ben was gonna call her a chicken, and thus, ended up coming with the others as they made their way to where this thing was that could put the fire out on the mountain.

The trek took a few hours, but eventually, our heroes got to a small island with a Palm tree and a Beach house. There was a huge turtle nearby and to Ben and Kevin's surprise, it spoke. "Roshi!! The girl came back, and she brought more people!" The turtle exclaimed. The screen door of the house opened up to reveal a skinny old man with red shades and a hawaiian shirt that seemed kinda identical to his grandpa's. The only difference was that he also had a wooden staff. "Well, can't say I'm surprised you came back, but who are these guys?" Roshi asked, gesturing to Goku, Yamcha, Puar, Kevin and Ben. "I know I met the pig, but who're the rest of ye?" Roshi added. "Well, Mr. Roshi, I'm Ben, Ben Tennyson. This is Kevin, Yamcha, Puar, and the one with the monkey tail is Goku. We came to obtain the object that can put out the fire at Mountain Fry-Pan, if you're willing to let us borrow it." Ben explained. Roshi took a quick minute to process the info, and sighed. "Sure, just be sure to return it. Now, help me find it, I might've misplaced it." Roshi said, walking back inside, gesturing everyone else to follow. "Goku, I thought you said you wouldn't tell anyone else about my island." Roshi stated. "Sorry, but Ben and the others mean well, honest, Ben wants to help, but there isn't much we can do against a raging fire." Goku explained, kinda stretching the truth. Our heroes turned the entire island around many times, but couldn't find the object.

"Goku, remind me, what was it that we were looking for in the first place?" Kevin asked irritatedly. "A magic manual fan." Goku said simply. Ben dropped a box, put his hand in his face and groaned. "Well, you at least tried to find it, why don't I deal with this mess myself, hm?" Roshi offered quizzically. "How can you-" "There's more to me than just my wise advice, Benji boy." Roshi quickly replied. Ben and the others quickly got Roshi and Ben followed Goku to Mountain Fry-Pan, not noticing the Omnitrix blinking in rapid succession, emitting an orange color.

* * *

As our heroes finally get to the final steps of the mountain, they hear screams coming from inside the palace. "They're in trouble! I'll get them!" Ben stated. "We're with you on this! Let's go!" Goku and Kevin said in unison. As the three boys ran through the blistering flames and into the collapsing palace, they saw the Ox-King and his daughter trapped by debris. "I got this!" Ben exclaimed as he slammed on the Omnitrix, being replaced by the featureless Alien. The Alien ran head first into the debris, grabbed the girl and tossed her to Goku. "Goku! You came!" The princess stated. "Well of course, why wouldn't I?" Goku asked curiously. "Less talk, more getting out!!" The Ox-King exclaimed, bursting through the doors. As the boys and the princess escaped, Roshi cupped his hands together, channeling a blue ball of ki in his hands. "Ka...Me...Ha...Me...HA!!!!" Roshi exclaimed as he not just extinguished the flames, but also destroyed the palace in the process. Bulma begins roaming around in the wreckage, and finds the last Dragonball. The Ox-King let them have it as a reward for saving his daughter, and gladly thanked them for their services. Soon after, it seemed like Ben felt something odd. The featureless Alien turned back into Ben and turned his attention to the Omnitrix and went wide eyed, as the Omnitrix seemed to be counting something down.

_'maybe this is for another day. I've deserved a break.'_ Ben thought as he joined his allies in a party.

* * *

Meanwhile, Tetrax was tracking Ben, and was sweating that he knew what the Omnitrix had possibly been set to.

**"As our dynamic duo, teams up with another duo, and a curious trio, and finds the last Dragonball, it's only a matter of time till a problem makes itself known. More stories soon to be found, on Ben 10: Journey Back Home!!"**

* * *

Hey guys, finally finished another chapter, and tbh, next few chapters will involve an important canon Pseudo-Arc. The secret of the Omnitrix Arc, meaning Like Battle of gods and Resurrection F, I'm gonna condense the movie into segmented chapters that still align with the canon of this specific story.


	16. Conflict Among Us! Pilaf's got his wish?

As our heroes rested after putting out the fires on Mountain Fry-Pan, Ben decided to work more on improving himself, in an attempt to better the strength of his aliens. Ben decided to take Goku up on his offer for a spar, and Ben went for one of his heavy hitters. Ben turned Diamondhead, and the two warriors clashed against one another. Goku blasted a few ki blasts at the petrosapien, but was over powered by Diamondhead running through them, as they just bounced off his crystal body. Goku took a couple hits head on from the crystalline hero, but exhibited no problem with the sparring at all. Goku thought that with Ben's shapeshifting powers, Goku could train in many different ways that could benefit him in growing stronger, but also helping Ben get stronger. Kevin joined in and it became a 1 v 1 v 1 fight for dominance, a fight that Goku won, with Ben coming in 2nd place, and Kevin getting 3rd. Bulma looked on at the boys and saw that though they tried to knock each other out, they were having fun, something Ben hasn't gotten to do in three years. Ben, Kevin and Goku discussed the technique Roshi used, and wondered if they could do it too, but Goku stopped them by saying that Roshi can teach them, heck, even train them, but they'd have to find out what he wants to do so. In the meantime, Ben, Goku and Kevin trained, and trained, and trained, till the Moon was out. Goku insisted that they stopped for the night, and Kevin decided to get a couple more hours in of training. As Goku, Ben, Yamcha, Puar and Oolong went to hit the hay, Kevin overheard Bulma arguing about something. Kevin sneaked to get a better range on what she was on about, and then he could hear her talking.

"I feel bad, but isn't it a good thing to do if I let them have the wish? Yes it is, but I worked so hard to get it... If only I could change their minds... somehow.." Bulma told herself. Kevin was shocked, but his shock turned to anger.

_'That lying- Gahh, s__he was planning a long term double cross this whole time! Ben's gonna be so disappointed and upset if she gets her way, or if that pig gets his way... I'm not letting this slide! I have to tell Be-'_

Kevin felt strange. Kevin looked up and saw a figure knocking him out. Kevin had blacked out.

* * *

**3 days ago...**

**_Pilaf's Castle_**

As Kevin awakes from his forced slumber, he, and his friends, find themselves in a cage, as the sky starts going dark. "I can't believe this, that little prick is going to pay! I can't believe we got mugged and kidnapped, now that stupid Pilaf guy's gonna steal our wish!" Bulma exclaimed, as she whined and shook the bars.

"Well, we're doomed. We royally failed. They must've been tailing us out of sight, that's how they found us!" Oolong stated. "We aren't... where are we?!" Kevin exclaimed. "Apparently, in a dungeon, inside Pilaf's castle. We aren't getting out of here, Ben already tried, and was feeling pain, for some odd reason, and I can't break or destroy these bars... not normally of course, but we're needing plans, got any?" Goku asked. Kevin got up, and tried tearing the bars off the window, that failed. He tried bending the bars on the door, that also failed. Our heroes were actually stuck, but Kevin's frustration was getting the better of him.

"Don't worry, Kev, we'll get outta here, and then we'll stop Pilaf, and then I can get home... hopefully." Ben said with slight worry in his voice. "Ben, do you even think it's possible for the Dragonballs to get you home? I understand, a day doesn't go by that I don't think my dad isn't worried about me, but what if there isn't anything back home for yo-"

"There is, I just know it, I feel it within me, there's still hope for me-" "Ben, you can't be sure of that. Maybe you can just find a new home, or you can go into a-" "There's still the possibility, Bulma. Why are you trying to change my mind, you said I could have the wi-" "Well things change, Ben. We are obviously not getting out of this place, let's forget about the wish and think of a way out-" "I tried to break the walls, the ceiling and the bars, nothing's worked, how do you expect me to get out if you don't help-" "BECAUSE I'M TRYING TO THINK, YOU IDIOT!" "DON'T CALL ME AN IDIOT! AT LEAST I'M TRYING, WHILE YOU ARE JUST COMPLAINI-" Ben and Bulma were getting at each other's throats, and Kevin was at his limit of the screaming.

**_"THAT'S ENOUGH!!!!!!"_ **Kevin exclaimed furiously. The room went silent, and Kevin was radiating with energy and rage. **"Bulma, you have no place in an argument, especially after what I heard last night. You were gonna double cross us out of the wish that you promised we would get! You made a false promise, getting me and Ben to hand over the Dragonball, and look where your greed got us! Trapped in a jail cell, and now the world's going to hell because of one wish!"** Kevin yelled angrily at the intelligent teen, who only looked down in shame. **"Ben, if, and it's a big if, the Dragonballs can't get you home, we'll find another way. As your friend, I give you my word that we will find another way****!"** Kevin gritted through his teeth. Ben nodded in understanding, and turned to Bulma, who was being consoled by Yamcha. Ben walked over and asked Bulma if she wanted to know where he came from, and why it mattered so much, she hesitated before saying yes, and Ben regaled his origins.

The alternate world, The alien abilities, what happened to his cousin, the Gedo situation with Red Ribbon, the bounty hunters, the Cirque De Freaks, meeting Korin, Kami and Popo, meeting Kevin, fighting the monsters after him, all the way to the current point in the timeline. Bulma officially apologized for his loss, as did Yamcha and Puar, Oolong was forced to apologize, Goku patted him on the back, and Kevin was more shocked that his friend, came from another world, that might be long gone by now... Kevin felt sympathy for his friend, and told him about his life before he met King Piccolo.

Being a street orphan wasn't so bad, steal free food, steal money to buy food, all of that wasn't so easy when he met Piccolo. Ben and the others listened to every excruciating detail of the punishment he'd endure, the 'prizes' he'd earn after training, the breaking point was the so called 'victories' he had won against small villages, all except a village in the snow... Ben sympathized with his friend and told him alot about Jingle Village, Metallitron, South City, and Kevin seemed overjoyed to want the hands on experience of it all. Goku chimed in about Jingle Village as well, saying he met a real tough Android in Jingle Village, who seemed to be a real chill dude, babysitting a friend of his named Suno. As our heroes reminisced, they saw bright lights outside. Ben was the first to get a glimpse of the deity behind the Dragonballs, and was amazed.

A huge, dragon serpent with antlers and facial hair and red eyes hovered in the sky, meaning only one thing was happening. Pilaf was about to make his wish.


	17. Time's essential! Make the wish, Ben!

Bulma was getting anxious and angry, which to Ben, kinda set off some red flags. "Why can't you just get us out of here, since you can?" Bulma shot back at Ben, referring to the Omnitrix, which was sparking alot ever since the fires of Fry-Pan. Ever since then, it's been mostly difficult to turn into an alien without feeling a repercussion of sorts, and the green glow it used to give off was more of an orange color, still counting something down. As Goku squirmed in the moonlight, his tail was going nuts, swatting the Omnitrix, causing it to cycle through Ben's aliens. Ben stopped it, and saw that Goku seemed to be pulsating, Ben and Kevin could sense the energy rising, as well as something far more primal, was about to emerge. Ben tried to ram against the bars, until he noticed a little too late that they were cut open. Ben got up, and took immediate notice of Tetrax, who was not in the best mood.

"Guys, don't panic. This is Tetrax... wait, why are you-" "You and I need to discuss the SDM situation. Now!" Tetrax interrupted as he grabbed Ben and pulled him through the halls of the palace. The others took this opportunity to leave, but Goku was in no position to go with the others, as a beast was taking over, fur was growing more and more, his Gi tearing from the growth of the beast, with his face becoming more simian like.

Ben powered up and broke Tetrax's grip, backing up into the others. "Damn it, you don't understand how much danger you're putting others and yourself in. I had to do my research on that thing, but it took years to find out. That is a powerful device kid, if it blew up, depending on the charge time, you'd destroy the entire universe, if I didn't find old schematics from its maker... I can fix that device-" Tetrax was interrupted by a barrage of bullets, as a woman in a Gray Navy Trench coat with Black hair was firing a machine gun into Tetrax's back.

Before anyone else could move, there was a surge of power, and the roar of a huge beast. Ben was wondering why Goku didn't get out, and was starting to connect the idea of Goku and the warriors that were sent to destroy his world, could turn into beasts of great size. "What was that?!" Yamcha exclaimed frightenedly. "You don't want to know. We gotta go!!" Tetrax exclaimed as he shot a diamond shard into the woman's side, and trapped her in a Diamond shell. As everyone ran out of the palace, they made their way to the huge Dragon in the sky. "Was that what granted wishes?" Ben asked. "That's Shenron, so yeah!" Bulma stated blatantly. "We can't let Pilaf get his wish!" Kevin exclaimed, dodging the collapsing palace as Goku mindlessly rampaged through the place. Then, Ben got an idea that would benefit both him and screw over Pilaf and his gang.

"Tetrax, tell me, who made the watch?" Ben asked. "A galvan named Azmuth, why do you want to know?" Tetrax asked confusedly. "Get me close to the dragon, I'll take things from there!" Ben stated. Kevin knew what he was gonna attempt and mentally prepared for the goodbye he'd have to improvise. Kevin charged to Ben and flew him to the dragon, blasting Pilaf away from the dragon. "Dragon! Hear my friend's wish and grant it!" Kevin exclaimed as he let Ben go and prepared to hide the tears.

Everyone looked as Ben was about to leave, kinda wishing he stuck around, but that didn't happen. They waited, and waited, but the dragon did grant a wish, but what was that wish? As the dragon vanished into the balls, they turned to stone and began to spread across the world, waiting to be reunited once again to make another wish a reality.

"NO!!! COME BACK AND GRANT MY WISH!!!! I AM EMPEROR PILAF, OBEY ME!!!!!" Pilaf exclaimed. Ben was still there, but what did he wish for, if not to go back home? Then, an elderly, but ancient voice rang out amongst the silence.

"Wha- How did I get here?! No, I no longer care... whatever just happened was luck... However, I am thankful you got me out of Vilga-" The voice stopped as it looked up at the 10 year old human, who wore his Omnitrix. Ben picked up the small amphibious scientist and brought him to the others, surprising everyone, even Tetrax.

"Where am I? And why do you wear my Omnitrix, Earthling?!" The scientist exclaimed in rage. Ben didn't expect the creator of this 'Omnitrix' to A. Be a Grey Matter, and B. so uptight. "Look, that can wait, right now though, can you turn off the SDM?" Tetrax asked pertinently. Azmuth huffed. "I can, but why should I? My equipment now lies in the hands of a conqueror of worlds, and though you saved me the fate of dying, you expect me to help, for what reason?! You are _**not Max Tennyson,** child._" Azmuth retorted, jumping out of Ben's hand and walking away. Ben was speechless that Azmuth knew his grandfather, and refused to help, because he wasn't him? What was so special about his grandfather that Ben didn't qualify for?!

"What a piece of work, and a real waste of a wish. Also, what's the SDM? Maybe I can try stopping it." Bulma offered. "It's a Self-Destruct Mode. Pretty self explanatory!" Tetrax gritted, angry that Azmuth refused to help. "An Earth woman, stopping my SDM? Don't cry if you can't crack one firewall." Azmuth stated confidently. As the minutes went on, Pilaf and that woman, including a dog in a purple ninja suit were trying to disrupt the process. Ben watched as his friends, as well as Tetrax gave Bulma time to crack the inner workings of the Omnitrix. Azmuth admired Bulma's worthless attempts to break her way into the Omnitrix's inner workings, but soon saw that she was quite the tech wiz as she cracked half of the firewalls already. Maybe, just maybe, these humans had more potential than expected.

"Alright earther, move aside. I'll fix this now, before you breach something classified, and unworthy of this human's use." Azmuth remarked. Azmuth pulled the core out of the Omnitrix and plugged it back in, studying it with glances. As the Omnitrix glowed a bright Green, it spoke, for the first time in the 3 years Ben had worn it.

_"Omnimatrix V1.32 Beta, Online. SDM Deactivated, Sensorynian DNA sample recognized, Ectonurite DNA Sample has escaped. Namekian DNA Sample recognized, Djinn DNA Sample recognized, Pyronite DNA Sample has undergone change. Uncatalogued extinct species detected. Analyze and scan DNA Sample?"_ The Omnitrix inquired.

"What, don't tell me you didn't know the Omnitrix had an AI? You humans are dimmer than a neanderthal. Omnimatrix, don't analyze the sample." Azmuth sneered. The Omnitrix seemed to not reply as it spoke the question again, which confused the creator. Azmuth tried many more times to control the Omnitrix, but didn't get an exact answer. Azmuth looked at Ben, thinking the Omnitrix would comply with its wearer. "Give it an answer, earther." Azmuth insisted, and Ben did so. "I dunno, yes, I guess?" Ben answered nervously.

_"Understood, scanning DNA Sample, Please Wait..." _The Omnitrix replied as a Yellow bolt of lightning struck the huge ape nearby. The ape roared, and soon, the ape began to shrink and become more human, revealing a tired and exhausted naked Goku. _"Scan complete, Genetic Analysis will commence... now. Normal functions will be accessible, Genetic storage expanded__. Playlist Function functional."_ The Omnitrix inquired as the hourglass emblem returned to normal.

Ben looked at Azmuth, as he was amazed, but also concerned by the confusion in his face. "Azmuth, can I ask you a question?" Ben asked. "Why not, you have my device, so why not? What do you ask of me, Earthling?" Azmuth asked pessimistically. His harsh mood changed as he felt his pessimism feel like a shameful weight.

"How did you know my Grandpa Max?"

* * *

**_"WHAAAAAAATTTT?!?! WHAT DO YOU MEAN HE VANISHED?! A GALVAN DOESN'T JUST VANISH!! WHERE DID YOU SEND HIM, TRAITOR!!!"_**

Vilgax exclaimed furiously. Infront of him was a female of his species, bruised, cut, burned and knocked senseless by the conqueror. "Bite me, fool. This is the universe telling you that you aren't worthy to use the Omnitrix's power. Xylene died on that backwater planet because you relied on the brute strength of filthy apes, which one of us is more worthle-" Suddenly, the woman was enveloped in a bright red light, and she was roasted alive. "Disappointing, Myaxx... worthless, spineless trash." Vilgax muttered.

_"Master Vilgax, we have them. It was a treacherous task, but all four pieces were collected.The map is together, once again."_ Psyphon announced over the intercom. Vilgax's disappointed grimace turned into a grin of malice, and contentment. "Oh Psyphon... the joy I feel within our progress... _is **infinite****.**_" Vilgax replied sinisterly.

* * *

**"As our young hero stops the self destruct function, he's spared his new home in a way unforeseen to many heroes. But now that he's brought the creator, Azmuth, to this world, what will Ben find out about his grandfather? What will become of him as he keeps going? Find out next time, on Ben 10: Journey Back Home!!!"**


	18. Know the truth! Bring on the Training!

As Ben, and the rest of our heroes make serious headway back to their camp, Azmuth continues to run diagnostic checks on the Omnitrix, in hopes of getting some control back over of his invention. Behind our heroes is Pilaf, the woman and the dog inside a huge Pink robot mech.

"YOU WILL PAY FOR FOILING MY PLANS!!!!" Pilaf's voice echoed in anger. The robot was continuously being pelted with Ki blasts and Diamondshards, but it kept on chasing after our heroes, tossing trees and rocks to deter them or crush them, but thankfully, Kevin dealt with all of that, tossing them right back at the mechanized menace. As Kevin and Ben fired Ki blasts at the robot, Tetrax fired a larger crystal at the mech, stopping it in its tracks, giving our heroes to make a quick run for it to get out of the emperor's range.

"Gah, Pilaf sir, we lost them. Should we get reinforcements?" The dog asked. "Don't be ridiculous, Shu. Pilaf won't let them get awa-" "We're going back to the castle..." Pilaf interrupted the woma. "What?!" "Don't be so daft, Mai. We need to find out what we're going up against, if we are to succeed in finding the Dragonballs next time, before they do... and that device, what did the crystal man call it, The Omnitrix or something? I might have a new wish for the dragon, when the time comes." Pilaf schemed as the machine turned back to the castle.

* * *

As our heroes began to slow down, a pinging sound rang out from the Omnitrix.

"Finally! After repairing my firewalls you broke, I have regained mastery over the Omnitrix. Now, can someone properly explain to me, where in all of creation are we?!" Azmuth exclaimed hysterically. Ben put Azmuth on the ground and began to explain his side of the story.

The watch crashing on Earth, an explosion that destroyed the rustbucket and killed his cousin, five armored individuals with monkey tails similar to Goku's, everything stopping, meeting Paradox, jumping through a portal, and everything else Ben had gone through in the last 3 years he'd been stuck here. Azmuth grimaced at the idea that such a barbaric race could exist even here as well, if only he had his equipment.

"If I had my equipment, we could properly diagnose any problems in the Omnitrix that could just pop up at random. Now-"

"You never did answer me, I know, not the time and place, but you piqued my curiosity, as my grandpa was a secretive guy, but he could look death in the eye and tell it to leave his family alone. He was as kind, as he was tough. But you know something else about him, don't you?" Ben interrupted. Azmuth froze, not knowing how to properly answer the child's question. "Tell your friends, and the Petrosapien to get a couple of feet away. This is information for you and only you, Understand?" Azmuth stated firmly. As the others went off a ways that wasn't in hearing distance or out of sight, Azmuth stood and looked at the Omnitrix wearer, thinking back to Max.

_'He does bear a striking resemblance... but is it true that he had grandchildren?__ Never thought Maxwell as the type to settle.'_ Azmuth thought. "Let me explain first on where your grandfather was before he settled down." Azmuth stated firmly.

* * *

**Many long years ago, on Earth...**

"I keep on telling him, Commander, but Tennyson was not having any of our plans for the creature. He nearly killed one of us to come to a compromise!" A woman's voice echoed. "Come on Phil, you know him best, snap him out of it!" The woman continued. The man infront of her was tall, had a black beard with stripes of gray and white that inched and blended into his hairline. "Please, Marinah. You make it seem like your kind wouldn't have done the same. Besides, Max is usually quite the charismatic guy, why he'd attempt to kill one of his own men is concerning, but not enough to put out a watch." Phil stated. Marinah growled and stomped on the metal floor, leaving a massive dent, and walking away. Phil just sighed, and muttering something under his breath.

'damn saiyan, she's gonna get what's coming to her if I have any say about it. But Max, killing his men? that isn't like him.. I need to-' "Phil, can I speak with you?" a voice rang out. Phil looked up to see Max, with a Galvan on his shoulders. Max seemed to have a scar over his right eye, and his high tight buzz cut was a bit singed. The Galvan was quite young for his age, but seemed content with something. Max was worried.

"Max, did you-" "Yes I did, what of it? That's not what I wanted to speak with you about." Max interjected, his lax expression becoming angry. "Phil of Earth, I am Azmuth of Galvan Prime. I am nothing more than humble and generous to share my resources with the plumbers, including my best work yet." Young Azmuth introduced. He pulled out a holo viewer from his pocket and it displayed schematics for a wearable Peace making device.

"This will bring peace to all forms of life, it catalogues the DNA Samples of soon to be or already extinct Alien lifeforms, allowing who wears it to turn into the prime example of that species. Maxwell of Earth willingly volunteered to test the prototype for this. I called the Project: OMNITRIX. No more will all forms of life have to squirm and fear death, because their species will be preserved and brought back to brave the new meta that is Natural Selection." Azmuth explained with contentment.

"So if it fell into the wrong hands, it'd be the most powerful weapon in the universe?" Phil questioned. Azmuth's smile faded to a look of mortified realization. "I'll have to program it to work with only those who have a close genetic relation to Maxwell, since he volunteered." Azmuth restated. As Azmuth wandered back to the cross junction, Max and Phil had another talk.

"Max, you can't be serious. You want to what?! Since when!?" Phil stated hysterically at his partner. "Because I am not going back on my promise. I met that woman-" "There you go again, those living energy beings are not human, you'd be better off with Xylene. As a matter of fact, why not Xylene?!" Phil urged on. Max got up, ready to throw a punch, but stopped himself. "If I wanted to be badmouthed by my own friend, I wouldn't have asked you. If you love Xylene so much, have her, Verdona is all I need in this world, I thought you'd understand that." Max stated firmly. "But to settle down?! You're the best of the best, you are the number one plumber here on Earth, and you're going to retire after facing Vilgax of all people, just to settle with a mass of energy?!" Phil questioned. Max said nothing else, and left Phil standing there, mouth ajar and began conversating with Azmuth about when The Omnitrix should be finished and sent to Earth. On that day, Max settled with Verdona, having kids, and then they had kids of their own.

* * *

Flashforward to the day Ben got the Omnitrix...

Max ran through a bunch of tree branches, bushes, and rocks till he got to a cliffside, to behold the image of the end. Rockets flew down to the Earth, burrowing into the ground, getting closer and closer to the Earth's core. He heard the rustbucket explode and knew it had to be his grandkids. He ran all the way back, knowing he'd never make it, until a pink light enveloped him and he vanished, as his world did before him.

* * *

"All those years ago, I heard he settled down, retiring from the Plumbers to have a peaceful life, but his past came back to haunt him... I... I'm sorry, Ben Tennyson." Azmuth finished. Ben sat in silence, and knew he'd have far more to do. Ben got up, picked up Azmuth, and walked over to the others. "Well?" Kevin asked. Ben handed Azmuth to the Petrosapien and whispered something to the crystal bounty hunter something that seemed crazy, but then seemed doable. Tetrax walked away from the heroes as Tetrax was told that if the Omnitrix brought dead alien species back, then the Galvans of this particular universe would now be alive thanks to him.

As Azmuth and Tetrax flew away in Tetrax's ship, Ben cycled through his aliens and noticed that the watch was completely fixed. Ben deactivated the Omnitrix and looked to his friends. "Well, we've got nowhere in particular to go, and I'm fine with doing more training, what's the plan?" Ben asked smiling altruistically. "Well, maybe we'll get lucky and see if Roshi will train us. What say, Ben? Kevin?" Goku inferred. Ben and Kevin looked at one another and smirked confidently. "Heck yeah!!" The two exclaim in unison.

* * *

In somesort of mystic pocket dimension, Max awoke and was struggling to get his bearings till a familiar face welcomed him, his wife, Verdona, in her pure form. "What happen-" "It's over, Maxie. Gwen will be here shortly... unfortunately, I cannot say the same for Ben... as his fate isn't tied to our world anymore." Verdona explained. In a few minutes, Gwen had formed, panicking as she woke up from what felt like a nightmare. Gwen saw her grandfather and embraced him, asking if Ben got here, but the two couldn't answer, but Verdona did tell her something unique.

"We will see him again, but not in the same way as before. He will have undergone change, but deep down, you'll know... he's our Ben." Verdona reassured her granddaughter.

* * *

As our heroes venture back to Roshi's Island, Ben noticed that Roshi was waving them down. Was he expecting them to come back? Ben was the first to land and properly greet Roshi. "Roshi, we were wondering if maybe you could train us!" Goku asked. "I will, if you can bring me a sizzling woman to this island." Roshi commented as he laughed pervertedly. Ben cringed at the idea, Kevin had nothing to say, Goku didn't know what that implied.

From behind Roshi was a Bald guy with six dots on his head. "Hey, someone else does live here! What's your name?" Ben greeted. "I'm Krillin. I trained a bit at the Orin Temple, but I decided to try Roshi's training because I wanted to get a bit stronger. I assume you're Ben, that's Kevin, And you're Goku!" Krillin stated, pointing at them in the corresponding order. "That's us, did Roshi tell you our names?" Ben asked quizzically. "Nah, but thanks for telling me!" Krillin chuckled. Ben felt so stupid for not knowing what had transpired, but didn't care much for it as it meant he had a new sparring partner. Ben, Goku, Kevin and Krillin flew off the island as Yamcha and Puar went their own way after Oolong decided to chill and stay at Roshi's island, where as Bulma had possibly better things to do.

As our heroes flew throughout the skies, they couldn't exactly figure out where this woman was supposed to be, until they heard Police sirens wail out in the distance. As the four race to the sirens, they see police cruisers chasing after a woman on a motorbike. The woman had blonde hair, a Green top and green pants. She wore some gloves and was firing a machine gun back at the cops. The woman had a lethal glare in her eyes, but the woman then sneezed, and her hair went from blonde to a dark Purple. Her eyes were as innocent as a child's, and she didn't know what had transpired, but she was scared.

The boys looked on, and knew she needed help. Maybe in return, she could help them. "Come on, we can't let this go!" Ben stated, flying down to the woman.

"Hey!!" Ben exclaimed. The woman turned to the boy, and was rightfully confused by his ability to fly. "You look like you need some help! Me and my friends can help you if you help us in return, deal?" Ben exclaimed. The woman turned behind her and noticed that the police weren't behind her anymore. She stopped her bike, and thanked the young boy for helping.

"My name is Launch. Nice to meet you!" Launch said kindly. Ben saw his friends close in, ready to see if she'd be what Roshi was looking for. Launch looked at the boys, noticing the muscles two of them have at such young ages, where the other two have basic to above average muscle mass. "My name's Ben, this is Kevin, Krillin and Goku." Ben introduced.

"So, what is it that you need my help with?" Launch asked. "It's... hard to explain, but maybe it's just my personal opinion. We need training from a martial artist, but to do that, we need to bring him a woman... take your time, you'll figure it out." Ben explained. Launch happily accepted her end of the deal and the five made head way to the island.

* * *

As our heroes landed, Roshi came out and was thoroughly impressed by the woman they chose, but soon realized a problem with having four students, a talking pig and a beautiful woman. Roshi then decides to move his home to a much, much larger island nearby. As the four went on to quite literally move everything off the island and onto the much larger one, Ben noticed that a green piece of cloth and blue cat fur were waving in the wind. "Uh, was Puar and Yamcha here when we left?" Ben asked. "Yeah, they said they had something important to do, up until they suddenly vanished." Roshi casually said. "Wait, vanished? How?!" Kevin asked confusedly. Roshi seemed to be sweating, like he was hiding something. "I don't want to be more of a bother, but if something happened to them, you better fess up!!" Kevin gritted. Roshi was worried about what they would do if he didn't speak, and since he saw a sample of what Ben himself is capable of, with or without the watch on his wrist, he fessed up.

"Alright, so they didn't leave on their own accord, they vanished into thin air, last I checked, their energy signatures were last felt by a strange and unfriendly place... **_The Devil's Hand_. **It's a five peaked mountain range that's a little ways from here. If you would kindly go and get your friends, then you'll have more than proven to me that you can take on my training." Roshi explained. Ben never heard of a mountain called anything like that, but he had to try. "Best know that I'm with you on this, all the way." Kevin said. "Same, I feel something in you that tells me, I want to see what you can do years from now." Goku stated, whipping out his pole. "If Goku's with you, so am I. I don't know alot about you Ben, but you better have my back like I'll have yours." Krillin chimed in.

Launch then sneezed and her hair turned blonde, and her eyes went green. She looked at the 4 boys, the old man and the pig, and groaned. "Okay, didn't know she could do that! Let's go before the gun gets aimed at us!" Ben stated in shock. He was then grabbed by the collar by the blonde woman.

"You listen here, pal! Where am I and who are you schmucks?!" Launch said in a sassy and rude tone. "We told you who we are! We brought you here because the police were tailing you!" Kevin exclaimed. Launch looked at the island, and didn't seem impressed. "Look, you can shoot me later, but our friends are possibly in danger! We need to get them back!" Ben explained. "I'll go with you twerps, someone has to watch you get your asses kicked." Launch stated snarkily.

Ben knew that there was no winning, so Goku called Nimbus, Oolong got dragged along for the ride, and our heroes, plus Launch, then set off for the Devil's hand.


	19. Silence! Decimate the monsters!

As I might need to point out, I'm making the Sleeping princess in the Devil's castle movie it's own intertwined arc, allowing it to literally be intertwined with the Secret of the Omnitrix arc, as it helps explain alot with the complications of the Omnitrix and how it'll register other lifeforms as different from its wearer. The Omnitrix was updated as Azmuth unplugged and replugged the Omnitrix's core back into the device itself. When Goku as a great ape got zapped, that was the Omnitrix collecting literal genetic feedback to process into a cohesive and stable DNA sample.

Anyways, onto the Arc! Enjoooy~!

* * *

As Ben and company made their way to the Devil's hand, Launch sneezed again as her rough and powerful demeanor changed back to her kind and innocent demeanor. "So, now seems like a good enough time to ask this, but why is it you're kind and compliant for one second, but then you are rude and guns literally blazing the next?" Kevin asked. Launch hesitated on the answer, but she finally had the words to make an answer. "It's not a normal type of personality disorder, but it's like I'm made up of two different people, with differing beliefs and views." Launch stated. Kevin didn't expect that answer, but to him, he understood it perfectly.

Our heroes descend onto solid ground and behold the frightening sight that is The Devil's Hand. The group makes their way in and they begin to delve into the horrors that soon awaits them.

* * *

Inside the Devil's hand is a huge and terrifying castle. Inside is Bulma, who is going crazy over a man in fancy clothes.

This man wore a type of Victorian era suit, his skin being a pale unhealthy blue, his eyes as red as blood, and his hair, which seemed impossibly more unkempt than Goku's hair. He wore a strange amulet, yellow with purple accents and a red dot in the middle, plus a red bowtie.

* * *

As our heroes ventured more and more into the nightmare that was this strange place, they were suddenly split up. Ben, Kevin, and Launch on one end, and Goku and Krillin on the other. They agreed to meet them at the other side, until Ben heard something going down deeper in their path. Ben ran to check it out and as Launch and Kevin followed, they saw, of all people, Yamcha, fending off some strange monsters, punching, kicking or swinging his sword in a variety of ways. As Kevin powered up, Ben dialed in one of his aliens, and was enveloped in a bright flash of light.

_**[**Ben's skin became far more orange, as he felt hair or fur growing rapidly over his body. His body changed to a more canine-like body type, growing a small bit in size, his fur obscuring his eyes, and his teeth becoming more canine like. He then formed gills on his face as his claws unsheathed from the fur. The shoulderguard on its shoulders vanished as the Omnitrix was firmly planted on the beast's facial Area. The beast roared and the transformation ended.**]**_

The beast was dubbed, Wildmutt. As Wildmutt leaped into the fight, startling most of the monsters, gunshots rang out towards the monsters, who were drawn to the woman, who had immediately switched personalities, and started unloading clips. "Hey you ugly freaks, hungry? I'll fill you with lead!" Launch exclaimed as she fired the gun at the monsters. Wildmutt swatted and kicked some of the monsters away, sending a few of them back to where they came from, as Kevin knocked a few of them out with brute strength. Wildmutt turned to the bandit, who was surprised, but happy to see a couple familiar and semi-friendly faces.

"Good thing you showed up when you did! I thought I wouldn't be able to handle them much longer. What are you guys doing here anyways? I thought you were going to train with Roshi." Yamcha said gratefully, and slightly confused by the situation. "From what I understand, long hair, this freaky kid, that punk, and 2 others came here to find you and some other schmucks. So who are you?" Launch asked. "Launch, that's Yamcha, the desert bandit we ran into a couple days ago. Also, Yamcha, where are the others and what is this place?!" Kevin asked in bewilderment. "It's a breeding ground for monsters, that's all I got from this place anyway. Bulma and I think Oolong and Puar are at some wicked psycho's castle that's deeper in the Devil's hand." Yamcha stated. In a flash of light, Wildmutt was replaced by a big alien.

This alien had a Black tank top that connected to white pants and Dark green boots. The Alien itself was made of Crystal's, with a similar look and feel to diamonds. The Omnitrix was embedded onto the center of the waistline. "If anything can take a hit, it's Diamondhead. Come on! Let's meet up with Goku and Krillin!" Diamondhead stated. As the heroes ventured into the Devil's hand, they soon saw Goku, being overwhelmed by the monsters from earlier, and Krillin trying to help him. Ben decided to make himself known by lodging a diamond shard into one of the monster's backs, making the monster recoil in pain. Kevin knocked a few of the monsters into one another, Yamcha swung his blade at a few others and Launch fired round after round at the monsters till they started backing off. Diamondhead looked at the monsters who were falling back, and noticed that there seemed to be more coming. Diamondhead fires more shards at the monsters, but the shards seem to bounce off of them. The Omnitrix begins to flash red and times out, reverting Diamondhead back to his human form. "No! Not now! Stupid watch!" Ben groans annoyedly. Ben, Kevin and Krillin fire Ki blasts at the monsters, knocking them back. Goku tried to help fight back, but he was too battered from being ganged up on by the monsters. As our heroes got surrounded, they had no other choice but to surrender, and let the monsters take them to where they were going anyways, a castle.

* * *

**_The Devil's Castle_**

The monsters have brought our heroes into a monstrous, Early Victorian age castle. Infront of them, was an ugly monster that looked like it got sodomized by the ugly stick. "You must be here for my master's bride to be, I presume? And her kitten as well." The monster stated, gesturing to the crying Puar, stuck in a hanging cage. "You monsters! I'll get every last one of you if you hurt Puar, or Bulma!" Yamcha stated angrily. It didn't take long to realize that someone was coming to look at the intruders. It was a man in victorian era clothes. Ben looked at the Omnitrix and noticed its glow shift from red, to yellow. Ben looked back at the man, who introduced himself as Lucifer, the prince of darkness. Kevin spat at him, only annoying the monster before them. The heroes were dragged away to where they'd be held, until the Omnitrix went crazy and zapped Lucifer with a small yellow bio electrical bolt of energy before returning to its normal color.

As our heroes get taken to their holding place, the moon begins to rise.

As they arrive to their holding place, the heroes notice it is some kind of wall, a rocky wall that seems to have a reflective surface. Our heroes were magically phased half way into the wall, becoming rightfully stuck as they were left to rot for their crimes against Lucifer.

"This isn't good... We gotta get out of here. Ben, can you do something?" Yamcha asked, struggling to break through the rock. Ben was struggling as well, he couldn't reach the Omnitrix, but he was surely trying.

"Bad news, I can't reach the watch. Goku's tail is on the other side of the rocks, so even he can't help." Ben struggled against the rock, trying to break free. Goku was not struggling, whereas Launch, Kevin, Oolong, Yamcha, Ben and Krillin were struggling to free themselves from the rock. Suddenly, Ben felt a strange light glare in his eye. Ben looked up and went wide eyed to see a full moon. Ben looked at Goku, who was staring at the moon, and Ben suddenly realized what happened to Goku back at Pilaf's Castle.

"I see even the great Goku even feels scared." Krillin mocked. "That's not fear, that's foreboding. Everyone, once the rock breaks, run!" Ben exclaims. Suddenly, Goku's eyes became red, Goku's clothes began to tear once more, his body growing in size and strength. The rock was giving way, freeing the fighters, and Launch, but Goku was still changing, and getting bigger.

"Oh man, it's ape shit all over again!" Yamcha panicked nervously. Ben ran past the changing Goku.

"RUN NOW!" Ben exclaimed as he kept running. Everyone saw Goku becoming a huge castle sized ape with an equal sized tail and blistering red eyes. It roared monstrously, sending Yamcha, Launch, Oolong, Kevin, Krillin and Ben started to run from the monsterized Goku. Ben turned back and ran towards Goku. Ben slammed on the Omnitrix, hoping to get someone like Fourarms, or that featureless alien. But in Ben's place would be another alien. An alien that Ben would soon come to view... as his favorite.

* * *

_**[**Ben's body started to pale. His muscle mass grew exponentially, more than he would've expected. His canine teeth became more like human sized bat fangs. His brown hair darkened to a black color and slicked back, his eyes becoming as Green as Jades dipped in neon green paint. His gi became a black dress shirt with a white sleeveless jean jacket above it. His baggy bottoms stayed the same, but his arms sprouted batwings under them. His sandals became dress shoes, and on the alien's face was a stone mask. Ben tore the mask from his face, bearing his fangs, and did a rather bizarre pose before lunging forward, ending the transformation. The Omnitrix seemed to rest firmly on the entity's forearm, with a dark green band holding it in place.**]**_

"WRYYY!" The new alien exclaimed. The alien looked at himself in confusion, and then back at the huge ape hand that swatted him ahead of his friends. The alien rubbed his head and looked at himself in surprise.

"Another new alien? Curiouser and Curiouser... feels very vampiric, must've been from that guy... uh... Lucifer, I think. Time to hope this one can still throw a punch, and make it hurt. I'll call this one, **Fang Grace!**" Fang Grace exclaimed. The vampire lunged back to the ape, attempting to use his words on the goliath.

"Son Goku, stand down or I will have to hurt you!" Fang Grace yelled, attracting the great ape's attention. The ape tried to attack the vampire, but the newfound speed made it easier to dodge. Soon, the ape went back to rampaging towards his friends, and the castle.

"This isn't working... how do you stop a big powerful ki blasting ape?" Fang Grace thought aloud. Fang Grace saw the huge monkey tail.

"Egad! Of course! But how do I agitate it enough without killing Goku?" Fang Grace wondered. The vampire then heard the screams of a woman, that woman being Launch in her nice form, screaming for help.

"WRYYYY!" Fang Grace exclaimed, lunging towards the huge ape, clawing at the tail. The ape roared in pain, dropping Launch as Kevin and Yamcha caught her. The vampire continuously clawed at the skin, flesh, bone and fur of the ape's tail, really causing some damage to the beast.

"**_MUDA MUDA MUDA MUDA MUDA MUDA MUDA MUDA MUDA MUDAMUDAMUDAMUDAMUDAMUDAMUDAMUDA! MUUUDAA!_**" Fang Grace exclaimed as the final strike was made. The tail came off, and the beast roared in agony. Soon after, the huge tail remained as the beast shrunk and returned to normal, well as normal by Goku's standards. Fang Grace landed amongst them and helped Goku up.

"So... another one?" Kevin asked skeptically and curiously.

"Apparently so, but the watch seems to act up, glowing yellow when it's around people or creatures that don't seem human. It did this when I met Kami and Mr. Popo. It did this when that Lucifer guy got in close proximity, and it must've unlocked Fang Grace. We need to stop him. If there's one weakness I know about Vampires, we need to stop him from getting rid of that weakness. And also get Bulma back." Fang Grace explains.

"Uh, earth to the ben, what's the obvious weakness to a vampire?" Goku asked. Fang Grace closed his eyes and looked to the moon in horror.

_"Sunlight."_

* * *

That was this part of the Devil's castle arc. I modeled Ben's Vampire form after Dio from Jojo part 3, and a bit after the actual dracula, the original vampire. I also incorporated a bit of Michael Morbius as he would have a very Morbius-esque voice with JoJo accentuated reactions. So to round things off, here's a fact about the Omnitrix.

If something is sentient and not human, the Omnitrix will scan it and try to preserve that creature's dna sample, as it doesn't have to be entirely alien, hence why I gave Ben a vampire form. That and I've binge watched JoJo's Parts 1,2,3 and 4, and I love it.

To clarify why I haven't been updating much, I'm working on these stories to make them work in both canons. That and I have another story coming out soon, it'll replace Alien Scrolls, but it's a one shot story. If people like it (like people enjoyed Omnitrix Z in it's infancy), I'll write more of it. The next chapter will have Ben, Launch and Yamcha trying to rescue Bulma, while Kevin, Goku, Krillin and Oolong go and save Puar. Obviously so, Lucifer will try to stop them.


	20. Final run in! Destroy the Vampire King!

The ground shook beneath our heroes. The castle shook the most, and our heroes rushed to save their friends and stop Lucifer. Yamcha, Fang Grace and Bad Launch were fighting their way through countless monsters, gaining the upper hand this time now that they attacked out of nowhere. Fang Grace seemed to be one of Ben's new speedster and strength based aliens, as Vampires are very strong and very fast. Fang Grace's strikes were precise, knocking the wind out of the monsters who dared to try and stop him.

"Back to the hellhole thou has spawned from, monsters. Or be drained of your life in the blink of an eye." Fang Grace angrily grimaced. The monsters cowered before the heroes, more specifically, Fang Grace and Goku. A kid who didn't even stand the slightest chance before, suddenly knocked them flat.

"Alrighty you wackasses, what's the plan now?" Launch asked impatiently. Fang Grace's ears perked up, hearing the distant sound of a cat screaming.

"Kevin, Oolong, Krillin and Goku, go down that hallway and take a left at the last door, Puar is there and needs help. Yamcha, Launch and I will go and stop Lucifer and save Bulma." Fang Grace explained. The woman, the bandit and the vampire ran up a flight of well lit stairs as Kevin, Oolong, Krillin and Goku ran down the hallway, to save Puar.

* * *

As Fang Grace easily took down some of the stronger monsters that threatened to destroy him, Launch and Yamcha were doing even better to fend them off. As Fang Grace delivered the final blow to one of the monsters, it was sent flying into some heavy wooden doors, which flung open to reveal Lucifer carrying Bulma in his arms. Lucifer seemed to be rather angry, but also impressed.

"I have to say... I'm impressed. For a child, I didn't think you could change into different monsters... truly something to show credit for, but... you made a fatal mistake trying to stop me. In case you forgot who you were dealing with, I'm the prince of darkness, the rightful king of this foolish world. I am Lucifer, THE VAMPIRE KI-" Lucifer was interrupted by a swift jab to the gut by Fang Grace. Lucifer dropped Bulma, but Fang Grace caught her and tossed her body to Yamcha and Launch. He turned his attention to the distraught and very irritated 'Vampire King'.

_"Yoi Kanashimi, Anata wa baka. Damatta koto wa arimasu ka?"_ Fang Grace spoke, seeming irritated. Apparently Fang Grace knew fluent Japanese, but it seemed that Lucifer got the message and tried to swat Fang Grace away. Instead, Lucifer lost his right hand as Fang Frace clawed it off in a quick strike and kicked the vampire king back into the room he came from.

_"Orokana_ _kyūketsu baka, anata ga shōri dekiru koto o negatte imasu.-Sa mo nai to, watashi, fangugurēsu ga vu~anpaiakingu to shite no anata no shōgō o nusumudeshou! Haha! !"_ Fang Grace continued to mock. Lucifer yelled angrily and charged forward, fangs beared, and and Fang grace smirked, doing the same. This fight was going to be a gruesome one, as Yamcha and Launch fought their way to go get the others.

* * *

Back with Kevin, Goku, Oolong and Krillin, the 3 actual fighters held their own, while Oolong relied on his shapeshifting abilities a bit more to disguise himself as one of the many suits of armor up for decoration. Kevin and Krillin fired off a few energy waves, knocking so many more of the monsters back.

"Anything?" Kevin asked aloud. Goku was desperately trying to pry the bars open or at least off of the cage Puar was stuck in, but they didn't seem to budge. Goku focused all of his energy into pulling, and finally managed to tear the bars off. Puar thanked the others massively for the rescue, until more monsters started coming around.

"What do we do now?!" Puar frightenedly asked. Kevin grabbed one of the weapons off the suit of armor and powered up.

"We fight!" Kevin smirked and charged forward, knocking himself into the monsters. Krillin and Goku powered up as they started to blast and ram into the monsters that attacked, leaving Puar in the capable and cowardly hands of Oolong, who up and ran back to the castle lobby to find the others.

* * *

As Launch and Yamcha fought off the monsters chasing them and blocking their path, and also keeping Bulma out of harm's way, Fang Grace and Lucifer are furiously going at it, delivering devastating blows to one another throughout the night sky. The Omnitrix had flashed red many times throughout the fight, but it never turned Ben back to human. Fang Grace kept rushing Lucifer, not giving the self proclaimed vampire king time to catch his breath before the next big strike could change the tide of battle.

"Impossible! You are a mortal in the skin of an immortal being! I never grew to be this strong, so how are you besting me?!" Lucifer exclaimed angrily. Fang Grace did not answer, and his neon jade green eyes flashed with a red glare and Lucifer was soon slammed back into the castle, in a room where a giant gem rests hooked up to a strange cannon-like device.

"Well... upset that this mortal found out your plan, Lucy?" Fang Grace confidently mocked. Fang Grace saw a hunched over entity and a hulking red creature with armor. The Omnitrix did not react in any way, but Fang Grace made quick and unexpectedly flawless work of them. Fang Grace saw that the sun was beginning to rise, and looked to the panicking and obviously enraged Lucifer.

"You... Y-You just ruin everything! WHO DO YOU THINK YOU AR-" The cannon shook and fired a beam of energy to the sky, and Lucifer's rage turned to a sinister feeling of calm. Fang Grace turned back to Ben, but Ben still channeled his Ki to fly past the beam of energy that the cannon fired. Ben fired a powerful energy wave at the beam, and though he did not destroy the cannon, the energy beam was deflected by the energy wave and bounced back to the castle, destroying the foundation for the cannon and the gem hooked up to it, shattering it to millions of pieces. The energy was too much for Lucifer and it ended up destroying him, leaving nothing left of him. Soon after, the castle began to crumble.

* * *

As everyone felt the Castle rumble and start to falter, everyone started to run out of the castle as Ben flew down to join the others. The castle crumbled and Ben looked back to see what he thought was a small semblance of Lucifer remaining, until it burst into flames and was reduced to ashes by the light of the sun. Ben landed with the others, telling everyone of what had absolutely transpired moments ago.

"Tch, figures. Destroy the Sun, and no one can stop you if you're a Vampire. That Lucifer guy got destroyed and all it took was us, mostly Goku and You, but we were there to kick serious tail as well. Think that old man will train us now?" Kevin asked. Ben thought on it and realized that there might be a way to get our training, and to appease the pervy nature of Roshi. Bulma was curious as to what had transpired, but everyone decided to just keep it all on a hush tone.

* * *

As Goku, Krillin, Ben, Kevin and Launch make it to Roshi's bigger island, he's there on the shore, waving them down to the island ground. Goku and Krillin land in front of Roshi where as Ben and Kevin are carrying Launch down to the sandy shore.

"This is Launch, the sleeping princess from the devil's castle, as well as schizophrenic outlaw to the mainlands. She's a fighter when she's blonde, old man, keep that in mind unless its bullets you're trying to lay." Kevin stated.

Roshi eyed Launch and laughed in excitement. "You 4 really got gumption to go all the way to the devil's hand, and come back alive. I'll gladly give you training, even more so for the kid who comes back without his tail." Roshi comments. Ben and Kevin fist bump as Krillin and Goku start talking ideas for training regimes, more specifically for Ben and his transformations. As the sun shines on a new day, our warriors of justice ready themselves to truly begin the grueling training Roshi has planned.

* * *

Up in the air, watching from above is Belinal, smirking and turning behind him. "He's making great progress. With the Omnitrix, I mean. Tell me Time Walker, why save this one if the others you 'couldn't' save?" Belinal asked aloud. Behind the figure was Paradox, who was looking at his stopwatch. "Ben Tennyson has potential, if put in a realm he is unfamiliar with, his pool of potential will strengthen. As for the others, save is a strong word that carries no meaning with them... they'd rather be threats to life, and this Ben wishes to do what his prime counterpart already does... preserve life. Though, I suppose a hybrid of a Kai and a human can't understand the simplicity of complexity, hm?" Paradox retorted. The two vanished, as something was... approaching.

* * *

**Back in Ben's old Universe...**  
_**Galvan Prime (destroyed)**_

On a planet that used to serve a purpose, one Galvan stands, even if he is missing a leg. The galvan coughed and sputtered, spitting up blood as his planet burned. the galvan blacks out, and feels his body working against him. It wants to perish, but he does not. With one last hope, the galvan pulled out a button and pressed it. In a flash of light, the galvan was gone, and in a brighter flash of red, orange and yellow light, Galvan Prime was destroyed as the Chimeran Warhammer ship watched its destruction from above. Near the destroyed planet was Vilgax, as he grinned at the unexplained satisfaction of destroying the galvan homeworld and bringing its natives to the brink of extinction.

"Lord Vilgax sir, was that glorious enough for you?" a frail and spineless Psyphon spoke up. Vilgax turned to the ship and smiled like a war hardened madman.

"All the more better, Psyphon. Ready the pieces of the map, we go to the forge in 5 hours. It's time to traverse the multiverse to reclaim what is mine... and to slaughter the fool who dared to cross the conqueror of worlds." Vilgax stated intently as he returned to the ship, holding a circular edge piece in his hands.

* * *

**"As our heroes vanquish the Vampire, Lucifer, and his demonic forces, Vilgax is making moves of his own, moves that could prove to be our heroes' undoing when the time is near. How will Ben and his friends fare? Where is Vilgax going? and will we ever know the true intentions of Belinal and his connections with Paradox? find out next time on... BEN 10: JOURNEY BACK HOME!"**


	21. A day of Training, developments unfurl

_**Hey everyone, UltimateBengeta here, I'm here right now to tell you guys that this will be a Ben focused episode. Why? you'll soon see why.**_  
_**Enjoy!~**_

* * *

**Roshi's Island  
****9:33** **PM, a few hours after the Devil's hand arc.**

"Oooohh! Cooked fish, great for protein, and even better for training regimes. Thanks Miss Launch, you're a lifesaver!" Ben commented, wildly digging into the cooked salmon and pufferfish on his plate, periodically washing it down with some OJ Roshi had. Goku was just getting through his 2nd plate full and started getting 3rds when Kevin and Krillin just finished their 1st plates, staring at the two in bewilderment.

"You guys got some strange metabolism going on, you especially Goku. Remember that you can chew your food, like yeesh." Kevin stated in concern.

"Yeah, you guys are gonna work this poor woman to her bone, if she doesn't fill you up with a serving of lead first." Krillin commented. Roshi was eating slowly, while Goku and Ben ate like wild animals. Launch just smiled and chuckled at the boys.

"I think it's a compliment that they want more of my cooking. I personally don't mind as long as I stay away from pepper and other things that'll make me sneeze." Launch stated, sitting down and sipping on a glass of water.

as the group ate every bit of food, Goku and Ben went off to get some sleep as Kevin and Krillin joined them. Launch, Oolong and Roshi went up to their separate rooms as they slept off the greatest meal of their lives... until what happened later in the morning.

* * *

**15 hours** **later...**

"AAAAAGGGGHHHH! THE UNBEARABLE PAIN!" Roshi exclaimed as he squirmed in Bed. Everyone soon started to squirm as the pufferfish started to not agree with their digestive tracks... well, all except Goku and Ben. Ben transformed into Feedback and started to absorb electricity from Kame House, resolving his poison problem. Goku just wasn't affected by it, which was strange enough on its own.

* * *

**Journey Back Home Theme Song (lemme know if it's any good)**

**(BEGINNING INSTRUMENTAL)**

_Lost in fear to never getting home,_

_You can make it as long as you know you're not alone~_

_Friends by your side makes the journey worth the wait,_

_All alone you'd make it, but that wasn't your fate!_

_Come on, C'mon! Get the lead out, scream and then shout, follow me!_

_We'll take on anyone, who crosses us, anyone or anything~_

_Come on, C'mon! Let it all out, scream and then shout, Let it free!_

_We've come so far,_

_You know who you are~!_

_Come and join us on the Journey back Hoooooooooooooooooooooooome~!  
_

* * *

**12:33 PM**

As our only two heroes wonder how they can spend this day training if its just them, Ben figures now would be a good time to cycle through the transformations he has now.

Goku was rather curious of what forms Ben has at the moment, and figured Ben could actually make the best sparring partner, with his diverse set of abilities and forms.

"Let's see here. Heatblast, Wildmutt, Fang Grace, Upgrade, Grey Matter, Fourarms, Ripjaws, XLR8, Diamondhead, Stinkfly, Cannonbolt, Ditto, Upchuck, Paintenna, Feedback, Djinnx, Overflow, Arctiguana, Statuist and... I'm still missing Ghostfreak." Ben listed. Ben turned the dial to a new form, one that had a monkey tail and very spiky hair, and some real muscle. Ben felt like he knew what that was supposed to be, as he gave a cautious glance to Goku, and cycled back to the aliens he was used to.

"Which ones do you wanna try your hand at, Goku?" Ben asked. Goku saw Ben cycle through his forms and stopped on Ripjaws. "I never fought fish before, to know you can fight back as whatever this thing is, I'd like to try fighting uh... what'd you call it?" Goku asked.

"Ripjaws, you spiky haired moron. Cmon, while Krillin and Kevin waste away, we shall train and make gains, all day!" Ben stated as he ran out to the big sandy shore of the island. Ben jumped into the water and was replaced by the aquatic monster that was Ripjaws.

"Come on, Monkey boy. If you're scared of a little water, I guess I'm the victo-" Ripjaws was sent flying through the ocean as a kick propelled him away. Goku stood over the water confidently smiling. "That all you got, Gills McGee?" Goku taunted.

Ripjaws growled cracked his knuckles and swam at the speed of a torpedo and leapt into the air, smacking Goku square across the face into the island's rock formations with a mighty tail slap.

"That all you got, jungle boy?" Ripjaws chuckled. Goku freed himself and launched Ripjaws into the air, but the alien knew he could take it. He powered up and dove into the water, generating Ki in his hands as water collects around it. The fish alien leaps from the water and throws the water balls at Goku, splashing water and an explosion of Ki into his face, sending him back.

"That was cheap, Ben!" Goku stated wiping his face. Goku was then tackled and dragged into the ocean, only to break out and start clashing with the alien fish monster. Ripjaws started to back off and quickly swim in a circle around Goku. Ripjaws used his Ki to propel himself faster, creating an underwater tornado before swimming to the ocean floor and rising up to deliver a devastating uppercut to Goku, sending him out of the water as a red flash was seen in the water. Goku charged up and hovered over the water, only to be met by a wet and still amped up Ben as the two started throwing punches and kicks like never seen at such speed before.

Goku prepared to kick Ben in the face until Ben slammed his fist into Goku's gut and slammed Goku back onto the shore, holding his gut as he felt the wind leave him. Ben landed on the shore, powering down. "I thought you warriors were supposed to be strong and ruthless... or are you just holding back for my sake?" Ben questioned as he raised his power higher, a familiar aura surrounding his body yet again. Goku looked at Ben and saw a latent fear in the human's eyes, fear that was hiding behind power.

Goku rose to his feet and started to power up as well, the two yelled to the heavens and started to get into a fast acting brawl like no other. The sand would burst into the air with every collision of physical blows, both Goku and Ben trying their very best and more to one up the other. "Give up, Goku! I've got you on the ropes!" Ben exclaimed and drop kicked Goku to the sand, only to be met by Goku lunging towards Ben and sending him flying downward into the ocean.

Ben slammed on the Omnitrix and became Statuist. Ben couldn't properly express how irritated he was that he got the one alien that couldn't breathe at all, but soon realized this con could be his pro in this training session. Statuist willingly let himself sink to the bottom, and Goku came after him. Statuist saw the sand and coral on the ocean floor meld around the nubs on his hands and saw sandy coral claws form. Statuist's species can manipulate certain types of natural materials into temporary false limbs for combat, and Statuist delivered a spiky right hook to the saiyan child. Goku was sent back up to the surface, landing on the shore as he coughed up sea water. Statuist walked out of the water as his false limbs vanished and turned back to his human form, looking over the now exhausted Son Goku.

"Had enough?" Ben asked. Goku rubbed his head and spat out a coral spike. "Not even close, dude. You're gonna really get it now if you hadn't before. I may have been going easy on you for a bit, but now things are gonna get cranked up to the ma- what the?" Goku's competitive attitude suddenly changed to confusion as he saw something on the water, heading for the shore at quick speeds. "Ben, I think we need to stop, look behind you!" Goku stated, jumping to the side, getting into his fighting stance. Ben looked at him confused and turned around, only to see a massive metal ship rise up from the ocean. A huge metal circular tube shaped vehicle with rockets and a huge red sideways hourglass with two white Rs on it. Ben and Goku grimaced and felt rage boiling in their bodies as the huge metal structure got closer, and only two words left the boys' mouths.

"Red Ribbon." Ben and Goku said in unison, powering up. Out from the sub were rowboats filled with red ribbon soldiers, and apparently red ribbon licensed warriors. These warriors wore gis that had a plethora of colors to them, but one thing was a constant to the labels. The kanji on the gis were replaced with the logo of Red Ribbon, and they looked tough. The Omnitrix was still recharging, but Ben learned to rely on his own skills as a fighter, and got into a boxing stance with his hands opened slightly. Goku got into his pose as he pulled a red staff off his back, and readied it for combat. Ben charged a the warrior infront of him and started to get into a real brawl as Goku used his staff to beat back warriors and soldiers to keep them away from Kame House. Ben and Goku started to use their Ki attacks to send them back, but they just kept coming.

"Ben, do you have a plan?" Goku asked as he swat a couple soldiers into the water. Ben saw that the Omnitrix was green again, and started to quickly cycle through the forms he had, all the while he was ducking and dodging soldiers and warriors who seemed very keen on getting to him, while a smaller sum was focused on Goku. Ben hadn't realized but he hit the Omnitrix, and felt himself transforming as warriors and soldiers started to dogpile onto him.

_**[**__Ben's body felt extremely unstable. He felt his body blending with the sand beneath him, until sand covered his entire being. The sand started to then collect itself and swirl as it fit into a black and white box with the Omnitrix being right on the front side of it. The top opened up and 5 tons worth of sand escaped the box and brought the box to its chest, and the box became black and white armor. A pair of green pearls popped out of the cranial region of the sand entity as it formed huge sand hands and loomed over the soldiers and warriors that attempted to hold it down.**]**_

Ben had somehow unlocked another new alien, this one seemingly had the power to control sand. "Wooaaaaah, another alien?! It's like this watch is giving me the galactic hero bargain sale! Don't know why I came from a box, but sometimes, a simple name is better than something with too much complexity. Red Ribbon, meet **Sandbox!**" Sandbox stated as he crashed his hands to the shore, flinging a few soldiers and warriors back into the mechanical aquatic vehicle.

The soldiers and the warriors tried to dismantle the sand monster, but they were flung every which way as the sand monster wreaked havoc on the invading militarized fools. Sandbox soon manipulated his very body to the sub's hatch and seeped into it, terrifying and delivering a personal beatdown to the red ribbon creeps inside. A huge hole was then busted into the side of the sub and Sandbox made his way back to the shore, where Goku took care of the remaining warriors and soldiers that continued their assault, and ultimately failed.

Sandbox had turned back minutes later as Red Ribbon fled, saying that they'd be back for vengeance. Ben rolled his eyes at their claims, knowing that they definitely weren't going to stop and turned to Goku. "Guess I got another alien for the roster, will help for surprise attacks if there's sand nearby." Ben said aloud. Goku looked at him curiously. "What? There something on my face?" Ben asked, rubbing his face carefully. Goku got closer and looked into Ben's eyes, seeing the fear fade into the obsure crevices of Ben's mind. "Huh... something had you scared when we were fighting. I could see it, you were scared. Something aching at ya, Ben?" Goku asked. Ben fell silent and walked back up to Kame House, wiping the sand and sea water off of his body and out of his hair.

* * *

**Kame House, Roshi's bigger Island  
9:13 PM**

Ben undid his hair tie and let his spiky locks flow down to his shoulders, and Ben looked himself in the mirror, almost concerned about who was looking back.  
_'Nothing has changed, guys... I'll get home somehow. I'll have to see if the dragonballs really can bring me home if they could bring Azmuth here... I promise, I'll be home soon... I promise.'_ Ben thought to himself as he stared at his reflection, seeing a small semblance of the Ben he used to be.

Ben sighed as he turned to walk out, and jumped a bit as he didn't notice Launch was up. "Uh... s-sorry Miss, I was just getting out.. I'll just step aside now.." Ben sheepishly smiled as he side stepped around Launch. Launch looked back at Ben, who was traversing the stairs to get to bed, and felt almost inclined to try and understand his situation, as it was the least she could do, after he saved her life from jail time and from death at the hands of a giant ape on an island of monsters.

"Ben? come down here please." Launch said. Ben turned back and walked down the stairs, looking at the woman. "Yeah?" Ben asked tiredly. Launch sat on the sofa and pat the empty space next to her. Ben walked down and sat on the space she patted. "I'm glad you're feeling a bit better, should've figured pufferfish couldn't be eaten." Ben stated, forcing a bit of a chuckle. Launch smiled and hugged Ben, patting his back as he tried to hold back a sudden urge to cry.

"I understand that you are hurting. No family to return to, can't find your way home... I understand. I trust that your intentions are fairly for the best intentions." Launch said calmly, rubbing Ben's back and petting his wild and unkempt hair. "A child having to fight for others, its unheard of, but even those who shouldn't be fighting back have weights on their shoulders that would be almost inhuman to have. That other boy... Kevin was it? I feel that he suffers greatly, but by crossing paths with you, his destiny has changed for the better." Launch continued. Ben felt a tear form in his eye and he hugged Launch back, burying his face in her chest like a scared little kid in a thunderstorm trying to hide with their mother. "It's alright to feel afraid... but you must own up to your fear if you wish to conquer it. Whatever ales you in these times, I know you'll overcome it... I'm sure of it, Ben." Launch finished. Launch held Ben in a comforting way, as Ben remembers why he's fighting in the first place.

The death, the destruction, the loss that plagued him ever since that faithless night in his world... he was fighting not to get home, but to avenge the home he left behind and to protect his new home, and his new family of friends, as well as avange the family he lost. Max, Gwen, Kami, Korin, Mr. Popo, Julia, Dr. Bozo, Metallitron, Suno, Goku, Kevin, Yamcha, Puar, Oolong, Bulma, Roshi, Krillin, Launch, Gedo, Tetrax, Azmuth... Ben hugged Launch tight, wiped away the tears and went to bed.

* * *

In the middle of the ocean, a bigger Red Ribbon Sea vessel sat. General Blue sits in the captain's seat as the warriors and soldiers come back empty handed. "You idiots lost to children. Son Goku, I understand... But Benjamin Tennyson? wastes of time and resources, you are." General Blue snaps his fingers and gunfire is heard as warriors and soldiers are dragged off the ship and pushed into the water, making the water turn red. A few soldiers look at their general in worry and walk away before he starts barking obscenities.

Blue looked at an image of Ben caught on the old Muscle Tower surveillance system before Muscle Tower went quiet. Blue stared at the device on his wrist, and growled. "I want that watch. I want it and I will use it to finally conquer the planet, in the name of the Red Ribbon Army." General Blue muttered to himself.

* * *

Back at the island, everyone was resting peacefully, all except Ben. Deep within Ben's mind, he dreamt of his family. The fun times he and his mom, dad, uncle, aunt, cousins and grandpa had. This peaceful dream turned sour too soon though as the fires of the forest erupted into his mindscape. He witnessed his cousin vanishing into a bright white ash, and his grandfather vanishing into thin air. The energy beams that combined into one devastating attack, it felt like too much for the 10 year old and he snapped awake, holding his face as he wiped the tears and looked outside to the night sky. Ben felt something in him compelling him to go to the mainlands for the night, like something was drawing him in. Ben activated the Omnitrix and ran across the water as XLR8, his tears slightly fogging up his visor.

As the Kineceleran hero ran across the waters, he felt a sudden spike of energy to his left. "Hmm... looks like someone's looking for a fight. Why not, I need to work out a few feelings anyway." XLR8 comments and swerves left as he creates a small waist height curving wave as he runs to the spiking energy signature.

* * *

On the former island homestead for Kame House, a woman and a few men dressed in hazmat suits are carrying a strange glowing purple crystal out of the ground, and XLR8 shows up, alerting them.

"The alien hero! Should've known you had something to do with this." the woman said bitterly. "First off you old crone, not so nice is it, I sensed a huge power spike here, and something tells me it came from that crystal. That or one of those hazmat guys are really good at fighting in their spare time." XLR8 stated. "You three, guard the crystal. I'll deal with the extraterrestrial." the woman commanded. The hazmat men didn't have time to react until a speeding blue blur knocked them into the water and XLR8 is now in their former place, carrying the crystal.

"You've improved on your physical strength and speed, I can tell. That won't change the fact that we will get this crystal. General Blue expects results, and we plan to get them." The woman stated. "Just who are you anyway, lady? The only chick I know that was apart of Red Ribbon was a Violet haired woman, and even then, I have no clue of who you are." XLR8 truthfully stated. The woman grunted and removed her hazmat helmet. "The question, earther..." The woman started. The helmet comes off, and XLR8 backs away in surprise and slight terror. "Is not who I am... but rather What I am!" The woman yelled. The woman did not look human. She had pale cyan green skin with blue streaks connecting to what looked like head tendrils. the woman had 3 eyes that were of a bright lavender purple color.

"Another alien? You'd think after becoming 21 different aliens with this Omnitrix thing, you'd get used to seeing alien life... turns out that will never be the case. I assume you know Azmuth, or my grandpa Max?" XLR8 stated. The alien woman gritted her teeth and used her telekinetic powers to lift the kineceleran to the skies and then slam it onto the island. The purple crystal fell into the hole it was dug from and landed into some strange ashes. XLR8 got up and sped towards the alien girl, knocking her into the air as she stopped herself and lashed her tendrils at the alien. XLR8 was able to really get a grasp on the dodging thing, as well as his own increase in speed as the woman continued her onslaught. XLR8 sped towards the woman and smacked her into the water.

"Who did you say you were? Because chances are, we shouldn't be fighting each other. if anything, allies sounds better than having enemies, as I think I made too many." XLR8 said as he pulled the woman from the water. In a flash of red light, XLR8 was replaced by Ben in his human state. the woman looked at Ben, and could see a resemblance to Max. "I am Xylene, I was with the plumbers, I was to deliver the Omnitrix to your grandfather." Xylene introduced. Ben looked at Xylene solemnly. "He's gone. I'm all that remains, and I am still trying to get home. But I can't go home until I know I'm strong enough. Maybe that crystal could help if I-" Ben was interrupted by the sound of something groaning. Ben and Xylene turned to the hole and saw a bright glowing purple light being emitted from it.

Soon, the ground began to suddenly shake. A violet bolt of lightning struck one of the palm trees, and it began to decay and wither. Another bolt of lightning struck the other tree and it suddenly burst into flames. Soon after, a pillar of violet fire shot into the sky. Out from the fire rose a giant bird creature with flaming wings, a black body with purple cracks in it, a burning beak with jagged fangs and lifeless violet embers in place of its eyes. The creature screeched as it started flying in the direction of Kame House, and Ben felt his blood run cold.

"My friends! They're still recovering! I have to help them!" Ben powered up with his Ki and charged to the bird. Ben did not make it far as Xylene held him in place with her telekinesis. "What are you doing?! People could get hurt if something isn't done." Ben stated, trying to break free. "I can't let you fight that thing. A child can't fight whatever that thing is, especially when it is being manipulated and boosted by corrodium. Be glad your alien forms can't be corrupted by it, otherwise you would've been more lethal in our skirmish. Come, I saw in your mind that Azmuth is here in this world as well, we need to go see him now." Xylene said to the still struggling Ben. "Are you insane?! I'm not going anywhere with you if it means my friends die!" Ben struggled more and more, his power level rising every second. "You don't seem to understand. Your friends are already gone, and they won't be the same as you reme-" Xylene was interrupted by a shove of force from Ben, who was somehow fighting the telekinetic powers she possessed. "You have the most powerful device in the universe, what separates your friends lives from yours?!" Xylene yelled. Ben yelled louder as his aura began to envelop him, his body exploded with Ki, blasting Xylene back as Ben's power spiked beyond compare. The anger and rage in Ben's eyes burned as he gazed at the alien woman.

**"_No one hurts my friends and lives a second longer to regret it!_"** Ben exclaimed as he went flying towards the huge bird creature, a blistering red aura enveloping his body as his power increased. Ben flew ahead of the bird and looked down to see Goku and Launch looking up, concerned for what exactly is transpiring. Ben glared at the bird, which screeched as it made Ben its first target. Ben dialed in one of his aliens and transformed into Heatblast. Heatblast's altered state seems to have been a permanent thing, as Heatblast glared at the bird and started throwing Ki infused Fire balls, knocking the bird back a bit, and causing it to retaliate with spewing a powerful purple flamethrower from its open beak. Heatblast didn't seem phased, but instead all of that fire was absorbed by the flaming hero, who only chuckled in a stern tone.

**"Neat trick, you feather brained kaiju rip off. Now let me show you mine!"** Heatblast stated as he ignited two blue wisps onto his hands and flicked them into the open maw of the beast. Heatblast snapped his fingers, and suddenly, the bird lowered into the water, screeching in pain as blue streams of fire and ash seem to be spewing out of the beast's very body. Heatblast landed on the beast's back and put his hands down on it. With one final charge, All that was heard was Heatblast screaming his new signature attack. **"A MILLION DEGREES! BLUE PYRO EXPLOSION!"** Heatblast exclaimed. Soon, everything is enveloped in a white light as ashes and crystal pieces are scattered everywhere across the island.

Goku grabbed Launch and flew her inside Kame House, as the blast ensued. The sand flew up to the sky, glittering in the moonlight amongst the millions of stars, as the bright white light flashed on. Soon after, this attracted the attention of Xylene, who watched on in surprise that Ben had such power in his base form. "How in the hell... if that child was the one who found the Omnitrix, then bringing him with me... is going to prove to be very difficult." Xylene told herself.

Ben turned back into his human form, his aura petering out as his energy levels dropped back to normal. Ben's body fell to the water, quickly soon after being fished out of the water by Xylene. Ben got up and looked at the alien woman. "Let me guess. That was stupid, they'd be better off roasted alive or blasted to pieces?" Ben said sarcastically. Xylene felt a bit of a stinging sensation in her from that remark, considering Xylene saw all of what had occurred back in their old universe, as in this world, she didn't crash in the cold arctic, but right nearby the Omnitrix's original crash site.

Xylene sighed in defeat and helped Ben to his feet. "You fought admirably. Though your technique is rather consuming of your energy, it worked nonetheless. If you come with me, I can train you, and we can forget about my original plan to get the Omnitrix off of you." Xylene offered. Ben looked at her with a look of disbelief hidden in his eyes, as anger washed over his face. "Leave me alone. Azmuth said I could keep this Omnitrix thing, and I'm not hurting anybody with it. Just people who don't seem to get the phrase 'Beat it' through their thick heads." Ben retorted. Xylene noticed the Omnitrix glowing Yellow, cycling through lifeforms she hadn't seen in the arsenal when she got to earth, and then saw what looked like her species for a split second before the Omnitrix went back into recharge mode.

Xylene carefully backed away, unaware of the now blonde and pissed off Launch and Powered up Goku behind her. "Okay you crazy bitch, who and what the hell are you and why are you here?" Launch angrily asked through her gritting teeth, her finger on the trigger ready to fire. Goku powered up and Xylene almost fell back, recognizing the furry nub sticking out from Goku's tailbone. "A Saiyan?! They... they're still alive?!" Xylene started to panic. Goku was confused as he never heard that before. "Saiyan? What's that?" Goku asked curiously. Xylene blasted Goku into the rock face with her telekinetic powers and Ben tossed Xylene to the oceans. "Don't hurt my friends!" Ben exclaimed. Xylene stopped herself and used her telekinetic powers on the water beneath her, raising a few spheres of water from the ocean and hurling them towards Goku and Launch. Goku retaliated by blasting ki at the water spheres, exploding them into droplets as Xylene moved in quick to land a blow.

In a quick instant, Xylene's attack was blocked and countered to where she fell to the ocean water yet again. Xylene groaned out of irritation and held Goku still with her telekinesis. Goku resisted as much as he could before freeing one hand and blasting a Ki beam from his hand, knocking the Uxorite back. Ben cycled carefully through his transformations, and stopped yet again on the form with the monkey tail. Ben looked up back at the fight, twisted the dial to Arctiguana, and began to transform.

_**[**Ben's body began to become encased in a thin layer of frost. His body hunched over, letting a strange shell encompass over his back. His fingers had become scaly digits with claws, the frost on his arm thawing to reveal a deep sky blue hue on his scaly skin. His body was covered barely by a white and black body suit as a blue tail end stuck out from behind the shell. Ben's face became more reptilian and blue, his body became cold to the touch and where the Omnitrix lay on his wrist, was on top of his left palm. The reptilian creature stood in awe before breathing a beam of ice towards the camera**]**_

"Arctiguaaana!" The frozen lizard alien exclaimed. Arctiguana blasted ice shards in Xylene's direction, who stopped them with her telekinesis and then started using them as projectiles to toss back at the saiyan child and human female. Arctiguana fired a hefty beam of ice at Xylene, who dodged it and redirected the ice beam back to Arctiguana, freezing him solid against the warm desert sand. Arctiguana powered up and blasted ki blasts through the ice, shattering the ice and breaking free. Goku was trying his best to land a punch on Xylene, but couldn't seem to get close enough without getting stopped by her telekinesis. Arctiguana leapt forward and blasted Xylene with a powerful ice blast, encasing her bottom half in ice. Her lower half was getting heavier, and Xylene fell to the ground. The ice shattered, but she still stood her ground.

In a flash of red light, Arctiguana was turned back into Ben, and Launch cocked her gun, aiming it at the Uxorite woman. Goku kept his power up as he stared down Xylene. Xylene was having trouble for once, where Vilgax definitely gave her trouble by sending Saiyan warriors down onto the cargo ship, for a saiyan child to be giving her this much trouble was insane. The earth woman was tactical, so there was a small wavering feeling of respect, but Xylene turned her attention to Ben. Xylene hadn't gotten a proper look at the boy's human form, and was surprised to say the least.

Ben's body was slightly bulkier than his canon counterpart's at age 10. His spiky pony tail remained as Ben's eyes flashed green, and glared at Xylene. Ben's Gi was slightly worn out, but it held together. The Omnitrix on his wrist remained the same, even after three years. Ben looked over to Goku and Launch, then he looked back to the exhausted, worn out, but still headstrong Xylene. Ben charged a Ki blast in his right hand and gripped it tight in his hand. Xylene closed her eyes, waiting for the cycle of failure to end, but it didn't come. Xylene wondered if the wielder of the Omnitrix was delaying the inevitable, but instead, she saw him throw the Ki blast into the water, and watched as the water exploded into the air, the droplets shining in the moonlight to look like stars. Xylene looked up to see Ben smiling, and offering his hand. Xylene cautiously took it and was helped up by Launch and Goku. "You... you didn't... kill me.. Why?" Xylene asked in a confused tone. Ben's smile did not falter, and he pulled out a senzu bean from his pouch, and gave it to Xylene as an offering.

"Because I'm not a bad guy. Trust me, your reaction.. well, it's very justified. Someone with a monkey tail can be unnerving, but when you get used to the kindness they have shown you, they might just surprise you when you figure out that not all of those with tails... are evil." Ben cryptically explained. Xylene didn't know how to respond, but she ate the senzu and immediately felt her body come back to full strength, healed wounds and her telekinetic abilities felt stronger. Ben smiled at Xylene, and Xylene nodded her head as she got off the ground, and levitated away. Xylene wiped a tear from her eye as a memory of Max flashed in her mind.

_'Maxie, I hope you can forgive me. And Benjamin... farewell.'_ Xylene thought as she flew back to the direction of Roshi's old island. Ben, Goku and Launch went back inside Kame House and did basic exercises for the night, as a way to save the real training for when Krillin and Kevin aren't feeling ill.

* * *

**"As Ben's arsenal expands, and his moment of releasing tension from his soul, Ben is ready to keep on going with training. With Goku by his side, training will help exponentially. But, what will become of Xylene? How much catching up will Kevin and Krillin need? What of that mysterious form in the Omnitrix? Find out next time on... _BEN 10: JOURNEY BACK HOME!_"**

* * *

**Meanwhile...**

Deep within the frozen mountains back on the main land, a shining purple crystal covered in ash is falling into the snow, before embedding itself into the lifeless corpse of a red ribbon stooge that was sacked off when Ben ravaged their 2 nearest bases. The shard glows an eerie purple shade, and the eyes on the body begin to twitch as purple cracks form beneath the eyes bags. The eyes shoot open, his eyes rolled into the back of his head as the whites in his eyes became a dark ash black. The color in the man's iris had become a deep lavender purple as the man's cold, damaged, weathered and rotting skin glowed with a purple hue. It spat up some purple ooze that quickly spread through the snow. the more it spread, the more bodies that soon started to rise. They looked to the bright village ahead of them in the far distance, and began to slump and trudge weakly through the snow.

At said village, Metallitron stands on guard, and notices the army of people coming from the abandoned base. He sees the bodies rising up, and he looks back at the good people of Jingle Village, and Suno. Metallitron closes the gates as he forces them shut, and trudges off away from the village, leading the unknown assailants toward him, trying to keep them away from the village as much as he can. Metallitron looks back at the army of people, and most of them look rotted, decayed, skeletons and brain and muscle showing. Metallitron cocked his shotgun and aimed it at the horde.

**"Hasta la Vista, _Worm Breath._"** The Android stated. He fired the gun at one of the undead, and it seemed to piss every single one of the others off. They roared and lunged at the Android, the sound of groans and moans filling his audio sensors as the horde chased him down the other side of a mountain, and cornered him at the former muscle tower.

Metallitron thought he was safe, until he saw a familiar individual locked in with him.

"To think the one time I come back to Muscle Tower... of course I run into you... what, that brat abandon your scrapheap of a mug or what?" a woman's voice called out. It was Violet.

* * *

**To be continued**


End file.
